TMNTxMCU: Two Worlds Collide
by turtles-fan01
Summary: This crossover book features the Teenage Mutant Ninja Turtles and the Marvel universe. I understand that such a book would probably never get published, but think about it. The turtles live in New York City, which is where most of the Marvel stuff goes on. So how exactly have they worked in the same city, yet never came in contact with each other? PS Feedback would be appreciated.
1. Chapter 1

**Chapter 1: The Bank Robbery**

Shredder sat silently on his throne, reviewing the recent turn of events in his mind. Even though the Kraang had managed to take over the entire city of New York, those foul mutants that called themselves the turtles had managed to stop them. No matter what he did, they always came out on top. Shredder pounded a fist onto the armrest of his throne in fury.

Tigerclaw, the second-in-command of the Foot Clan, came in and knelt before him. Behind his metal helmet, Shredder smiled. Tigerclaw had been an assassin/bounty hunter before being hired full-time by Shredder, and had proven himself a loyal warrior time and time again.

Now the big cat spoke with a growl. "Master Shredder, five strangers are here to speak with you."  
"Send them in."

Tigerclaw stood up, and moved behind Shredder's throne. Eight of Shredder's Foot-bot soldiers took up positions, four on each side of the walkway leading up to Shredder. In walked five strange-looking men, closely flanked by Foot-bots. The first man wore a dark green cloak hood over his iron-masked face of which his mouth and large, yellow-orange eyes were exposed through slits. The second had a golden helmet with curved horns, and clothes that looked like they were from another world. He carried a golden spear. The third wore a Nazi uniform and had a red-colored face, with the skin stretched out over it to make it look like a skull. The fourth had a red and purple suit and floated on a metal platform. The fifth wore a white lab coat partially covering a metal belt which had four long mechanical arms attached to it.

"Who are you, and why do you enter my presence?" Shredder asked.

"Forgive us, my lord Shredder," said the metal-faced man , "but we have come on an errand of business."

"State your errand."

"Your recent campaign to take over New York City has come to our attention," the metal man said. "Loki here actually attempted that same feat a few years ago with a different alien species. Ever heard of the Chitauri?" Shredder did not respond. "No? Thought not. Anyway, he was even less successful than you were."

"And I am an Asgardian," the man with the golden helmet said. "To say that a mortal has bested me in strategy is a bold statement. Were these different circumstances, I would not believe such a statement."

"Combining your efforts with ours, we want to pit our skills together and launch a full-scale invasion of New York," said the metal-faced man. "With the combination of our armies, we can crush anyone who gets in our way. Particularly Spider-Man and those cursed Avengers."

"I have also heard that some vigilantes have been causing you trouble," said the man on the metal platform. "Specifically, four turtle brothers and their rat father. I have no love for heroes of any sorts, particularly mutants. I am a mutant myself, you know. Join us, and these ninja pretenders, along with all our enemies, will fall."

Shredder smiled evilly. "It seems we have a common enemy."

"At last, Lord Shredder, we can introduce ourselves properly," the metal-faced man said. He bowed slightly. "My name is Dr. Doom."

* * *

The ninja turtles were having a training session in the underground dojo of their secret home in the sewers. Their mentor, Master Splinter, had suggested that they practice a little bit. It had been several weeks since New York had been freed from the Kraang invasion, and crime was at an all-time low. They hadn't seen hide nor hair nor tentacle from any of their bad guys in weeks. Even the Purple Dragons were a no-show. And all of them were getting bored.

The turtles were having a special match against their father. All four of them would be competing together against Splinter. The only rule: each of them would only be allowed to attack once. This exercise, Splinter said, would help them make the best of a single opportunity.

As his sons gathered around him with weapons drawn, Splinter began the match. "Hajime!"

Donatello opened up with a spinning jump kick that Splinter easily ducked under. As Donnie landed, Michelangelo aimed his nunchuck at Splinter's shoulder. "Gotcha, sensei!" he cried joyfully.

But Splinter caught Mikey's weapon and countered the attack with a blow to the chin that sent the turtle reeling. "Not today, Michelangelo!"

"Watch your back, sensei!" Leonardo jumped onto his father's back and put the rat in a wrestling lock.

Splinter flipped his son off of his back and onto the floor of the dojo. "Watch the floor, Leonardo!"

"Whuff!" Leo grunted as his shell hit the floor. Now Raphael made his move, charging towards Splinter. But the rat turned and knocked his son down with a sweep of his tail. With all four turtles down, Splinter declared the match over and retired to his quarters to meditate.

"Dude, that was totally epic!" Mikey said. "I think he knocked all the pizza stains out of my shell." He stood up, rubbing his jaw.

Suddenly they all heard a commotion at the main entrance. April and Casey had arrived with the turtles' most favorite treat: pizza.

"All right!" All four brothers dove in hungrily. They were always up for some pizza. "Mmmf! Mmmf! Thanks guys!" they managed to say between pizza slices.

"Eat up!" said Casey Jones. "You're gonna need the extra fuel on patrol today."

At least three times a week, the turtles patrolled the streets of New York City in search of their missing sister, Karai. She had been accidentally mutated into a snake, and Splinter was concerned for her safety.

"Turn on the TV!" Mikey said, diving for the remote. "Maybe we can get to see the marathon of _Crognard the Barbarian_!" _Crognard_ was the turtles' new favorite show, their others being _Space Heroes_ and _Super Robo Mecha Force Five._

The TV was tuned to Channel 6, and there was an important news bulletin on from Channel 6 News. "We interrupt this program to bring you this special bulletin from Channel 6 News," the TV said as a flashing Channel 6 News icon filled the screen. A dark-skinned man appeared on screen.

"This is Carlos Chiang O'Brien Gambe here," the man said. "Suprisingly shocking events going on in downtown New York, as a man calling himself Shocker is holed up in the bank." The mini-screen next to O'Brien's head showed a scene from the bank, where a man in a yellow and brown costume was standing with his hands on his hips inside the building. "He seems to be able to shoot destructive vibrations from his gloves," Gambe continued, "and there are several people being held inside the bank. So for all you people thinking about withdrawing money, I would suggest using a credit card for your purchases."

As the special bulletin ended and _Crognard_ began, Raph, Donnie and Leo huddled up. "So do you think we should go check it out?" asked Leo.

"How?" asked Raph. "Unless you plan to walk. The Party Wagon got lost, remember? And those Kraang wrecked the Shellraiser."

Donnie cleared his throat, and all present turned to look. "I might be able to help you out there, Raph," said Donnie with a smug smile. He raised a remote control and pushed a button, causing the garage doors to open. Inside was the Shellraiser, looking good as new.

"I give you . . . the Shellrasier Mark II!" Donnie said proudly.

As his brothers stared in amazement, Donnie continued, "The Shellraiser Mark II is just as good as the old one, with a few slight modifications. It has all the old weapons: a retractable top-mounted garbage cannon, a sewer lid shooter and bumper-mounted crushing jaws. Its armor is nearly impenetrable, its weapons are devastating, and its wheels crush Foot-bots underneath them."

Raph spoke up. "I take back everything I said about you not being awesome. Because this is TOTALLY AWESOME!"

"Yeah," agreed Leo. "Good work, Don."

Several minutes later, the Shellraiser Mark II pulled up to the back of the bank. The turtles jumped out and climbed up the fire escape, entering the building through an open window. There they crouched on the balcony, looking at the scene below.

Inside the Shocker man raised his arms, blasting through the bank safe. "All right, you robots!" he said. "Get in there and get that gold!"

A team of Foot-bots started removing gold from the vault and taking through a hole in the wall outside to a white van. "I didn't know this guy was Foot," said Leo. "Is he some kind of new mutant?"

"Ooh! Ooh!" piped up Mikey. "As Official Name-giver, I will dub him with the name . . ." He paused for dramatic effect. ". . . Vibro-man."

"Pretty sure his name is Shocker," said Raph.

Mikey frowned. "Well, now his name is Vibro-man!"

Suddenly three figures appeared at the main entrance to the bank. One of them was dressed in red and blue, and hung upside-down from a sticky white rope on the ceiling. Another had a shiny metal suit with hand and feet repulsors, which he used to hover above the ground. The third was a giant green monster with purple pants and black hair.

"These guys look like they came out of a comic book or something!" said Raph.

"Stand down, Shocker!" said the metal man. "This doesn't have to get ugly."

"Spider-Man!" Shocker said. "Glad you could make it! And I see you brought a few friends. Let the welcoming party begin!" He charged up his fists and fired vibrations at them.

As the superheroes charged Shocker, Leo spotted several people in trouble. "There are people down there!" He leaped over the edge of the balcony onto a wooden desk. A man stood on the desk, surrounded by four Foot-bots and scared to death. "Help!" he said. "These guys have me surrounded. I can't get down!"

"Don't worry, sir," said Leo. "I'll get you out of here." He drew his katanas and sliced the Foot-bots to pieces. With his guards gone, the man took off screaming for the exit.

Meanwhile, Mikey and Donnie were trying to help a woman who was trapped underneath a pile of debris. "Get me out of here!" she screamed.

"Please calm down, ma'am!" Donnie said as he and his brother cleared away the junk she was buried under. Once she was out, they pointed her towards the exit and she ran off.

Raph was trying to help a terrified man get out of his office. "I can't get the door open!" said the man. "The lock's jammed or something. Help!"

Raph had been trying to jimmy the lock with his sai and get the door open, but this hadn't worked. Finally, abandoning all formality, he kicked the door open with all the force his legs could muster. He then stepped aside as the man bolted for the front doors.

With the civilians safe, the turtles dove down on the Foot-bots loading up the van. Each Foot-bot, upon the arrival of the turtles, activated their four weaponized arms, but even this could not make them a match for turtle power. Soon all twelve Foot-bots lay in pieces.

By now the battle was over. Shocker had been tied up by Spider-Man's webs and lay helpless at the feet of the green monster. The guy in the iron suit walked over. "Always good to fight alongside a fellow hero," he said, extending his metal-clad hand. Leo took it, and gripped it in a firm handshake.

"Leo, people are coming in," said Donnie. "We gotta move."

Leo nodded, and the turtles hustled out of the bank through the window as news reporters and policemen streamed into the building.


	2. Chapter 2

**Chapter 2: Break-in at TCRI**

Inside the Foot Clan's palace, Shredder, Dr. Doom, and Loki made plans on how to re-invade New York City. "Your mistake in attempting to take over the city was that you chose a substandard species to do your work," Loki said. "The Kraang are perhaps the most looked down upon species in the galaxy, even more so than humans. They are a technologically advanced race, and yet they require thousands of years to terraform the Earth. And why terraform? Why not just total destruction? And their suits of armor are pathetic, no match at all for Asgardian metal."

"Then who do you propose we use for our plan?" asked Shredder.

"The Frost Giants of Jotunheim," answered Loki. "This race was once a war-faring race that led numerous attacks on the people of Earth until the Asgardians opposed them. They were eventually forced back to Jotunheim and defeated there. Odin, the King of Asgardians, granted them mercy however, and confiscated the source of their power, the Casket of Ancient Winters. He also found me there, an abandoned Jotun baby, and took me with him, and I grew up in Odin's house as his son. In the centuries that followed, I found out the truth of my parentage and tricked the Frost Giants' leader into assassinating Odin. I double-crossed and killed him as part of my plan to curry favor with Odin, whereupon I attempted to annihilate the Frost Giants by destroying their realm. This plan was foiled by the intervention of my brother, Thor, and while many Frost Giants were killed in the incident, the race as a whole were spared. They still recognize me as one of their own, and would be more than glad to ally themselves with me in the destruction of this planet so that they may finish what they started years ago."

"We only need a suitable power source to help us open the portal to Jotunheim," Dr. Doom said. "I would suggest the Cosmic Cube, but that has been lost and its whereabouts are unknown."

They were silent for a moment, sitting in thought. Then Shredder remembered something.

"The Kraang used a special crystal to power their trans-dimensional portal," Shredder said. "That power cell is still inside their building.

"Then we must retrieve it," said Doom. "I'll send the Red Skull and Octavius to T.C.R.I."

Shredder shook his head. "I made an alliance with the Kraang, and I will not break that agreement. You will have to secure the power cell without any help from the Foot Clan."

* * *

TCRI looked like an ordinary building from the outside, but it had a secret. The top five floors were actually the secret hideout for the Kraang. These squishy brain blobs used the building as a means to hide their actions from the outside world. After the invasion of New York had failed, the Kraang retreated to their base to plan a counterattack. Now all was quiet at TCRI. Two Kraang blobs were stationed in the building's security room, monitoring the computer screens.

A call came in from the front gates, and the robotic head of a Kraangdroid appeared on one of the screens. "Kraang, a vehicle that has not been identified by Kraang has entered the entrance point known as the front gate." One of the screens switched images to show a large tank parked in the front of TCRI's chain-link fence. The driver side of the tank was in front of the camera, and one of the Kraang peered closely into the tank's interior. It was unable to identify the figure in the driver's seat.

"Kraang is unable to give the vehicle that has not been identified by Kraang authorization to enter until the vehicle that has not been identified by Kraang is identified by Kraang."

"Identification won't be necessary," said a deep voice. "We're coming in."

"That response is not the correct response that Kraang requires for authorization," said the Kraangdroid. On the video screen, Kraang watched closely as the tank activated its weapons systems.

The Kraangdroids at the gate raised their blasters. "All Kraang are authorized to fire the weapons designated as -" The screens went to static.

Inside the security room, Kraang turned to its fellow alien. "Kraang, activate the alarm that is known as Code Red. The location that is known as Kraang's secret base is in the state of under attack."

As alarms sounded through TCRI's hallways, Kraangdroids poured into the courtyard. Three large tanks barreled into the courtyard, each with the same icon on their fronts: a large red skull with dozens of red tentacles coming out from underneath it. It was the icon of the criminal organization known as Hydra.

As the Kraangdroids opened fire on the intruders, a score of Hydra henchmen exited each tank. Each Hydra soldier was dressed in yellow and green, and carried a rapid-fire energy rifle. The Hydra forces took out the Kraangdroids with relative ease, and moved to set explosive charges on the main doors.

One of the Kraang inside a destroyed Kraangdroid disengaged from its robot suit. It turned towards the tanks to see a red-headed man dressed in a Nazi uniform coming towards it. It hardly had time to squeal before the man's boot came down on its head, crushing it.

Red Skull looked down to see a pale pink goo sticking to the bottom of his boot. Wiping it off on the pavement, he moved towards the doors as they exploded inwards. The Hydra henchmen readied their weapons as he strode forward, looking down the dark hallway in front of him. Behind him, Doctor Octopus walked up, suspended on his four robotic arms. Red Skull smiled as he loaded his high-powered energy pistol. "Gentlemen," he said, "let's find that power cell."

The Hydra soldiers spread out into the main lobby, where a scattered group of Kraangdroids stood. The ensuing fight was quick and nearly effortless. A group of four Hydra stayed behind to hold the main entrance as the rest of them piled into the elevator. There were too many of them to fit them all in the elevator at once, so they would be taking several trips. Red Skull would go first with five troops, the Doc Ock would bring the next five, then the last six would come up.

Red Skull looked at the buttons on the elevator panel. The top five floors were locked, and required some sort of retinal scan to activate them. The Skull stepped out into the lobby and tore the head off one of the destroyed Kraangdroids, taking it back with him. As he held it against the scanner, it beeped and a green light filled the elevator. "Access to the levels known as restricted has been given to Kraang," a computer-generated voice said.

The elevator started going up. The Skull turned to his men. "Air filters," he said, and the soldiers began strapping gas masks to their faces. They had done some prior research on TCRI, and it turned out that the Kraang had duplicated the air on the top five levels to be identical to the atmosphere on Dimension X. Normal humans couldn't breathe in those conditions, so Skull's troops had brought gas masks as a precaution.

Skull's suspicions proved correct as the elevator doors opened and a greenish-brownish gas poured in. The troops took up positions outside the elevator and opened fire on the surprised Kraangdroids. Skull ducked behind a computer monitor to radio the troops on the ground floor.

"Intel was correct," he said. "Gas masks will be required. The elevator's on its way down."

Three fresh squads of Kraangdroids arrived, keeping the Hydra forces occupied. "Kraang cannot allow the intruders known as Hydra to interfere with the plan which is a plan that will benefit Kraang," said one. It activated the saw weapon on its blaster and moved to the open elevator doors. Reaching out, it sliced through the elevator cables, disabling the machine.

Below, Doctor Octopus was riding up in the elevator with five more Hydra henchmen when he suddenly felt the air pressure in the metal box shift considerably. Five seconds later they crashed in a terrible heap at the bottom of the elevator shaft. No one was badly hurt. "The elevator's down," said the Skull over the radio. "Looks like you're taking the stairs."

The Hydra henchmen rushed towards the stairs, but Doc Ock smiled. "On the contrary," he said. "I'm on my way up now." Climbing through the rubble of the elevator, he latched onto the sides of the elevator shaft with his tentacles, and began his ascent.

The Skull's forces fought back against the Kraang troops with spirit. But for every Kraangdroid that fell two more took its place. Just when the Hydra troops were nearly ready to accept defeat, something tore the elevator doors open with a loud shriek of metal on metal. Doctor Octopus came through then, swinging his metal arms and toppling the Kraangdroids left and right. He grabbed the one that had sliced through the elevator cables and held him up, punching the brain twice with his two normal arms. Then he dropped the robot and drove two of his tentacled arms through its body. Skull drew his blaster in time to take out a Kraangdroid that was aiming its weapon at him. The Kraangdroid was no match for Skull's weapon; a single shot knocked off its arms and legs. The torso and head flew through the nearest wall, propelled by the force of the shot.

With the room clear, the Hydra forces moved forward through the top floor. "The portal room should be just up ahead," said Doc Ock. "Take the next left." Two Hydra soldiers took up positions outside the door as the rest of the group went in.

Inside were several dozen Kraangdroids, along with several gorilla-like automaton suits with Kraang pilots. These were known as Biodroids. All of the Kraang in the room turned at once to look at the newcomers. "Kraang was wrong," said one of them. "The crashing noises detected by Kraang were not made by the ones called the turtles."

The Hydra henchmen opened fire, taking down many of the Kraangdroids in seconds. Doctor Octopus used his tentacles to swing himself up to the next level. He charged towards the control panel and grabbed the Biodroid who stood there with one of his metal arms. Shaking it vigorously, he threw it across the room. The Biodroid crashed into the wall and fell to the ground.

Doc Ock bent down to the Kraang control panel and deactivated the protective shield around the power cell. Grabbing it carefully with a robotic appendage, he called to Skull. "I've retrieved the power cell. Let's get out of here."

"Not yet," said Red Skull, pulling a small plastic explosive out of his belt. "We have one last task to accomplish. Octavius, give me a layout of the building's ventilation systems."

Doc Ock obeyed, his fingers running over the control panel. A large holographic image of TCRI appeared, which soon changed to a cross-section of the building. "The main ventilation room is located here," he said, pointing to a large red dot inside the building.

Skull pointed to his men. "Men, head down the stairs to the lobby. Squad 3 will be up soon."

The Hydra forces retreated, pursued by Kraangdroids. "Octavius, with me," said Skull, turning down a separate hallway and reaching the ventilation room within a matter of minutes. A gantry hung on the edges of the room, with a humongous fan several feet beneath it. The fan was at high speed, sucking air from the room and pumping it out into several air ducts beneath it. The ducts ferried the air through the rest of the building.

Red Skull pointed to the ceiling above the fan. "We need to get the package up there!" he shouted. The roar of the fan drowned out much of the white noise in the room.

But Doctor Octopus had moved to the fan's control system. He quickly deactivated the Dimension X atmosphere simulator, and soon the fan was blowing normal air through the building. Then he grabbed the Skull's bomb, and gave Skull the power cell to hold on to. Using his metal arms, he climbed up to the ceiling and placed the bomb directly over the fan. "Let's go!" he yelled, climbing back down.

Red Skull was already out of the room. With Doc Ock behind him, he reached the stairs to see a full-scale battle going on between the Kraang forces and the Hydra forces. The Hydra were badly outnumbered, and defeat seemed imminent. But then the rest of the Hydra forces, who had been climbing the stairs this whole time, arrived with guns blazing. With this new force, they bolted down the stairs, Red Skull leading the way with the power cell in his hands.

It took them nearly fifteen minutes to reach the ground floor. The remaining four Hydra soldiers greeted them as they entered the lobby. With Kraangdroids on their heels, they got to the tanks and drove away. As they left the main gates, several Kraang stealth ships flew out of the building to try and stop them. The stealth ships fired energy beams out of an "eye" in the center of their ships. The Hydra tank gunners swung their turrets around and returned fire.

Inside the lead tank, Red Skull set the power cell down and picked up a small remote detonator. As he pushed down the button, he began humming Chopin's funeral march, a song which he had played many times before when doing this sort of thing. Inside TCRI's ventilator room, the package attached to the ceiling released its payload. A fine red dust was dispersed, then sucked in by the fan and blown through the network of air ducts leading to every room in the building.

The dust was Skull's most infamous personal weapon: "dust of death." It killed victims by making contact with their skin, causing the skin on the victim's head to tighten, shrivel, and take on a red coloration, while at the same time causing all hair on their head to fall out. As a result, the dead body appeared to have a red skull for a head.

Inside the portal room, about a dozen Kraangdroids were surveying the mess. "Kraang has failed to stop the ones that need to be stopped," said one of them.

They all looked up as the air vent above them started spewing out red dust. It filled the room quickly, and soon the Kraang began coughing and choking violently. They popped out of their robot suits and lay dead on the floor, their faces the spitting images of Red Skull.

Red Skull laughed menacingly as the tanks sped away.


	3. Chapter 3

**Chapter 3: Attack on the School**

Several days later, April O'Neil walked into Stan Lee High School. She had been up all last night helping Donnie try to rebuild Metalhead, the turtles' old robot. Now it was 8:00 on a Monday morning, and she was tired.

As she entered the building, her good friend Casey Jones came up to her. "How's it going, Red?" he asked, using the nickname he always called her by.

"I'm tired," replied April, stifling a yawn. "I only got four hours of sleep. How did patrol go last night?"

"Terrible," mumbled Casey, shoving his hands into his pockets. "No sign of Karai. I'm beginning to think we'll never find her."

The one-minute warning bell rang, letting students know that they had better hustle up and get to class.

"Well," said April, "see you later, Casey." She turned to leave.

"See ya later, Red." Casey jogged off to his P.E. class.

April entered her English classroom and slid into her seat just as the late bell rang for class. In the seat next to her sat a girl with brilliantly red hair. April liked to think of Mary Jane Watson as her new best friend, that wasn't a mutant or a guy. She had met Mary Jane shortly after her good friend Irma Langstein had turned out to be a Kraang, and the two had become best buddies ever since. Mary Jane was a junior, just like April was.

Mary Jane tapped April's shoulder. "Take at look at what just walked in the door," she said. April turned to see a very handsome young man with brown hair walk to the front of the classroom. He stood next to Mr. Tom Brevoort, their English teacher.

"Class, you have a new student," said Mr. Brevoort. "This is Peter Parker. He went to Eastman High across town before it collapsed. He is a junior, just like many of you in the class, and he works for the _Daily Bugle_ newspaper downtown."

April looked over at her friend. Mary Jane was staring straight ahead, her eyes fixed dreamily on Peter. April worried about her friend, hoping she wasn't considering a new relationship with this guy. Mary Jane had just broken up with her previous boyfriend, Harry Osborn. This was because the latter had become increasingly moody since the hospitalization of his father, Norman Osborn, for traumatic shock.

* * *

Several hours later, April was in her sixth period class: geosciences. Peter was in this class, as well as Casey. Today they were studying the three main types of rock. The class was notoriously easy, even labeled as a blow-off by several students. April had only taken it to help finish off her graduation requirements.

"If you'll take a look at the rock samples in the petri dishes before you," said their teacher, Mr. Joe Quesada, "you'll see examples of igneous, sedimentary, and metamorphosis rock. Your job today is to compare and contrast all three types of rock in your notebooks."

The class was paired up in groups of two. April saw Harry Osborn approach Peter and offer a partnership. She smiled. Harry was a great guy, and she hoped this incident with his dad wouldn't ruin his character. April paired up with Casey.

As the class started working on the lab, April noticed a blond girl looking over at Peter. She groaned. Gwen Stacy was a notorious flirt. If she was going after Peter, he was in for trouble. As April watched, Peter looked up from his work at Gwen, who gave him a little fingertip wave.

 _Oh, brother!_ April tried to concentrate on her work. She looked over at Casey, who was busy drawing a pencil image of himself defeating the Shredder. She sighed. She knew she would get no help from him. April picked up the igneous rock and jotted down some notes.

Next was the tray of sand. Studying it carefully, April wrote down some notes in her notebook, then pushed the tray in front of Casey.

"Um, April?"

It was Casey, holding the tray in front of her face. April looked closely, and saw something.

 _The sand in the tray was moving._

April screamed, and Casey dropped the tray in disgust. The sand spilled out, and continued to move. Around her, April heard the screams and shouts of other students observing the same phenomenon in their samples.

The sand slowly and collectively moved to the front of the room, where it collected into the shape of a man. The man wore a green shirt and brown pants, and took on the appearance of a normal human. But then his fists turned to sand.

"Where is the Spider-Man?" he asked the class, who was frozen with fear.

When no one answered he became angry. "Answer me!" he commanded, plunging his hands into the ground. Moments later several sandy creatures climbed out of the floor like it was the zombie apocalypse. This was too much for the class, who ran screaming out of the door and into the hall.

The sandy man followed as more sand goons appeared out of the ground. They formed a barricade in front of each exit, blocking anyone from escaping.

Out of nowhere an immense man plowed through the main doors. He looked like he was wearing a rhino skin, being covered in a bulletproof polymer mat rhino-like hide. Two horns protruded from his head, capable of penetrating two-inch plate steel. "I'm the Rhino!" he shouted.

"And I'm Sandman," said the other man. "And we want to know . . ."

". . . where is Spider-Man?!" both of them finished at once.

April had taken cover behind a table in the science classroom when the class had run out. Now she took her custom-built T-phone out of her pants pocket. Donatello had invented them as the turtles' primary means of communication when missions required them to spread out. A while ago her phone had been stolen by the Purple Dragons and eventually destroyed, so Donnie had given her a T-Phone to replace it. She dialed Leo's number, and waited anxiously as the call went through.

"Hello, this is Leonardo," the recorded message said. "I'm not able to come to the phone right now, but please leave a message and I'll try to get back to you."

"Leo, you guys need to get over here," said April. "Weird things are happening. Hurry!"

Pocketing the T-Phone, April took out a black _tessen_ , or Japanese war fan, from her back pocket. Though it looked like an ordinary fan, it was in fact made of metal, and had a razor-sharp edge. Splinter had given her the weapon as her own.

April stuck her head out of the classroom. Down the hallway she could see Sandman and Rhino. Their backs were turned to her. Drawing her arm back, she flung the fan at Sandman with all her might. The weapon flew towards the vile villain-

-and passed on through him. Sandman was in his softest state, and the part of his body that the _tessen_ had struck trickled away like grains of sand. Just like that, the fan-shaped hole in his body reformed itself. He turned to see April standing in the hall.

"So, a heckler, eh?" He stretched his sandy limbs toward April but stopped as a hockey puck exploded out of the side of his head. "What the-?"

Looking behind her, April saw her good friend Casey Jones. Only he wasn't recognizable as himself. He was in his vigilante outfit. He wore a custom painted goalie mask with skull face paint, a hockey blocker glove with spikes, spikey goalie pads, and custom skates. He held a wooden hockey stick in his hands, which he had used to hit Sandman with the puck. A goalie stick, a baseball bat, and a cricket bat were strapped to his back.

"Leave her alone, you freaks!" he shouted to the villains.

"What's this?" Sandman asked. "A hero?"

"Make that two," said a voice. A figure in a red and blue costume hung upside down from the ceiling by a sticky white rope. April heard whispers of _Spider-Man_ circulating through the crowd.

"Two heroes?" Rhino pounded his big fists together. "Double the smashing!"

"Nice one, Rhiney," said Spider-Man. "I'm surprised that thick head of yours could come up with that one."

"Don't make me angry, Web-head," Rhino warned. "I'll make mincemeat out of ya. CHAAAAARRRRGGEEE!"

As the villains attacked, Spider-Man called out to Casey. "Hey mystery man! I've got Sandman. You take Rhino!"

"The name is Casey Jones!" Casey retorted as he skated into action.

April's phone buzzed. Leo was returning her call. She answered it. "April!" Leo said. "What's the situation?"

"Two guys named Sandman and Rhino are attacking our school," April responded. "Casey's fighting them off."

"We're about a block away," the turtle leader said. "Just hang on!"

Meanwhile, Spider-Man was having a tough time fighting Sandman. Spidey normally stopped criminals with a single punch. However, it was not so easy when your target was a heap of sand. The villain's sandy body easily slipped through his fingers. "Can't seem to hit your target, Wallcrawler?" taunted Sandman. "Let me give you a hand! Ha ha!" He reshaped his fist into a rock-hard, spiked club and sent Spiderman flying out the window in a shower of sand.

"Just great," said Spidey. "I'm going to have sand in my suit for weeks!"

Rhino charged down the hall at Casey, who easily dodged the attack on his skates. As Rhino screeched to a halt, Casey did a 180-degree turn and leaped, holding his hockey stick over his head. "Goongala!" he shouted, smashing the stick over Rhino's head. The hockey stick shattered.

Before Casey had landed, Rhino's massive hand grabbed him. "Let go of me, you freak!" Casey cried, squirming in the big thug's grip. He extended the homemade taser from his hockey glove and jabbed it into Rhino's face. Electricity coursed through the giant villain's body.

"YEEOOW!" screamed Rhino. He threw Casey down the hall. Casey hit the ground hard and slid several feet before coming to a complete stop. Rhino stood bent over, catching his breath as Casey removed the second hockey stick off his back.

"Now, I'm mad!" Rhino roared. He charged towards Casey at full speed. But suddenly a large vehicle drove through the wall and slammed into Rhino like a tank, knocking him off his feet. When the smoke and dust cleared, Rhino was trapped underneath the car, out cold.

The turtles jumped out of the Shellraiser Mark II. Casey was awestruck. "Whoa. What is that?"

"Oh, it's nothing," Donatello said smugly. "Just a rebooted and resuited version of the Shellraiser, now better than ever."

"Looks like you actually built something that works for once," Casey retorted. Casey and Donnie were not the best of friends, since each of them had what you might call a "slight" crush on April. Casey watched as Donnie's face turned the color of Raph's bandanna.

Leo ran over to April. "Are you all right?"

"I'm fine," said April. "But there are still hundreds of people in trouble." The sand goons had rounded up all the students and faculty and held them captive in the teacher's lounge. There were a good dozen sand goons inside, plus dozens more outside guarding the hostages.

"We need to get those people to safety," Leo said as his brothers approached.

"And let's not forget about Sandman," said Donnie.

"You mean Sand Storm," corrected Mikey.

"Mikey, I don't think-" Donnie began. He was going to say that villains with their own names wouldn't take kindly to being re-named.

But Mikey would have none of it. "Nope! As Official Namer-er, I have decreed! His name shall be SAND STORM!"

"Okay, here's the plan," said Leo. "Donnie and April, you two get your brains working to save those hostages. The rest of us will tackle Sandman."

"Yess!" Donnie pumped his fists into the air.

"Dude!" Mikey shouted. "Did you not just here that guy's new name? It's Sand Storm!"

"What?" asked Casey. "How come Donnie gets to work with April?"

"Because the two of them will probably figure something out together, while your fighting skills will be better put to use against a super villain."

Casey couldn't argue with Leo's logic. "But . . . but . . ."

As April and Donnie walked off together, Donnie couldn't resist rubbing it in. He gave Casey a smug smile and moved to put his arm around April's shoulder. Now it was Casey's face that turned red.

Sandman now found himself facing new oppponents. "Turtles?" he said. "I'm gonna crack those shells of yours. And the skater kid. What a party?" He created multiple versions of himself, enabling him to attack Casey, the turtles, and Spider-Man from all sides.

"Oh no, dudes," said Mikey. "It's like that time we went to the beach, and fought that sand mutant!"

"Mikey, we've never been to the beach," Raph said.

"We haven't?" Raph shook his head. "Well, that's definitely something we need to do."

"I have," Spider-Man piped up. "And I fought this guy, too. Beachgoers were shocked to see me fighting a pile of sand, needless to say."

"Who are you calling a pile of sand?!" Sandman whipped up a sandstorm and flung it at the Web-head, as the rest of them battled versions of the criminal. The turtles found that their weapons were of little use, against the unstable bodies of the sand goons.

Meanwhile, Donnie and April were hiding in a storage closet, trying to come up with a plan without being detected. "According to my calculations," said Donnie, "the composition of sand in the sand creatures should solidify when introduced to water, and immobilize them. Now, where to get enough water?"

April was getting uncomfortable in such close proximity to her turtle friend. "Uh . . . hey Donnie, how long are we gonna stay down here? My leg is cramping up."

"Of course!" said Donnie. "We simply need to trip the school's fire alarm system." They charged out of the closet.

Donnie dashed into the nearest classroom and came out with an armload of papers and textbooks. He dumped them underneath the nearest smoke alarm.

"I just need to light these on fire so that the smoke will trigger the alarm," he said.

"Or we could just pull _that_ ," said April, pointing to a red fire alarm lever in the wall.

"Ah," replied Donnie. "Yes. Of course."

They ran towards the alarm but were stopped by a sand creature who came out of nowhere. "April, pull that lever!" Donnie ordered. "I'll handle this guy." He swung his bo staff and it connected with the creature's head, which exploded in a shower of sand. The creature collapsed to the ground and quivered for a few seconds before rebuilding itself.

"Aw, sewer apples!" said Donnie.

But it was too late. April had already pulled the lever. The overhead sprinkler system came on, dousing everyone in a shower of water. The sand creature quickly solidified, and froze. Donnie beat it down to grains of sand with his staff.

In the teacher's lounge the group of sandy guards had become hard as bricks. The students pushed their way out, and April led them to safety.

Sandman had been about to crush the heroes when the sprinklers came on. "Oh, no!" the villain cried. "Not water! I can't move!" Within a few seconds he was completely solid. Spider-Man webbed him up. The villain looked none too happy.

The turtles took cover until all the students and teachers had left. Then Leo approached Spider-Man. "Thanks for the help, Spider-Man. It's always nice to have an ally you can count on."

"I know what you mean," said Spidey. "No matter how many villains I bust, there's always another crook. Sometimes I feel like I don't make a difference. It feels good knowing there's someone out there fighting with me."

"So, uh, Spider-Man," said Mikey, "any chance you could come back to the lair and chill with us for a bit? We just got a cool new game called 'Ninja Fury Ultra Blast', and I'm sure you've never tasted one of my world-famous jalapeno and chocolate pizzas!"

Spider-Man threw up his hands. "My spider-sense is tingling! Looks like there's a . . . thing . . . in progress on the other side of town! The side that's, uh, not next to your lair. Sorry!" He shot a stream of web into the sky and swung away.

The turtles ran into the middle of the street, jumped down a manhole and disappeared.


	4. Chapter 4

**Chapter 4: Fisk Tower**

Red Skull, Doctor Octopus, Shredder, and Doctor Doom were inside the secret Hydra base underneath the Empire State Building. Red Skull held the power cell out to Shredder. "We have retrieved the power cell as requested," said Skull.

"Excellent," said Shredder. "You are proving to be a most valuable ally."

"Only one more task is required of you, Mr. Skull," said Doom. "We would like you to test the power cell's use and capabilities. After all, it is Kraang tech, and therefore cannot be too reliable."

Red Skull nodded. "I'll send it to Advanced Idea Mechanics. MODOK should be able to make good work of it. Hail Hydra!"

Shredder and Doctor Doom walked away. "Where is Eisenhardt?" Shredder asked.

"He is preparing Asteroid M for our arrival," Doom replied. When Shredder looked confused, Doom explained, "It's his orbital space station. It has technology that kept it concealed from standard detection technology, and is positioned in stationary orbit over Earth."

"I see," Shredder said. "That will prove useful in the days to come."

Outside, they found a contingent of Footbots waiting with Dragon Bikes. Hopping on, they sped away toward's Shredder's palace.

* * *

Meanwhile, the turtles were in hot pursuit of Karai over the New York City rooftops. They had been following the snake mutant for several blocks when she stopped and looked up at the moon. The turtles took up hiding positions. "Did she see us?" whispered Mikey. "I think she saw us."

"Shhh!" hissed Raph.

Karai looked back briefly. As a snake, her hearing senses were acute, as was her sense of smell. The turtles' scent was all too familiar, and she wasn't sure she wanted to meet them just yet. She took off at full speed down the fire escape and onto the ground. The turtles followed on the rooftops. "Pick up the pace, guys," Leo whispered.

Karai slithered past a pizza parlor and disappeared into an alley. As the turtles dashed after her, Mikey screeched to a halt. "Hey, is that . . . ?" He turned and saw the pizza shop, and started drooling. "Whoa. PIZZA."

Donnie and Raph tackled him as he started heading towards the building. "Mikey, we don't have time for this!" said Raph.

"Pizza!" Mikey struggled to get away from himself. "Must . . . break . . . free! Meat lover's pizza!"

"Keep going, Leo!" said Donnie. "We'll catch up!" As Leo took off after Karai's serpentine form he could hear the ruckus behind him. "Just calm down!"

"But the meat needs love, man!" protested Mikey.

Leo had lost track of Karai. He climbed the nearest building and sat on top of a statue of an eagle's head, scanning the roofs. He wished that he had the same eyesight as the eagle who he was sitting on. Behind him he heard Donnie's voice. "You lost her?"

"No, I . . ."

Raph glared at Mikey. "See what your goofing off cost us?"

Mikey opened his mouth and stuffed a slice of pizza in it. "Totally worth it."

"Wait," said Donnie, "how did you . . . ?"

"Dude, I'm a ninja," Mikey said with his mouth full.

Raph, disgusted with his brother, turned to Leo. "That's it, right? We lost her for good?"

"Only if you didn't come prepared with experimental Bak-5 prism enhanced multi-coated night vision center focus binoculars," said Donnie, raising a pair of high-tech binoculars to his eyes. "Which, you totally didn't. Me, on the other hand . . ." He scanned the rooftops. "Aaaand . . . got her!"

He pointed. The turtles looked to see Karai slithering over the edge of a building. They followed, leaping into an alley. "I don't get it, she should be right around here," said Donnie.

"Oh, man, I can't take the suspense." Mikey ate a second slice of pizza.

"What?!" asked Raph. "Now where did you get that?"

"Like I said," Mikey answered, winking at his brother. "Ninja."

"Hey, guys," said Leo, "check out what's lurking right around the corner."

The turtles turned the corner and saw the Purple Dragons ahead of them. The Purple Dragons were a tough New York street gang, operating mostly out of New York's Chinatown. As the turtles watched, two of the Purple Dragon members, Fong and Sid, climbed out of the window of a department store carrying a TV and some electronics. They were headed for a getaway van, driven by Tsoi when they turned and saw the turtles. "What . . . ?"

Mikey tossed a nunchuck at Fong. It wrapped around his leg. "Sweep the leg!" said Mikey, yanking Fong off his feet. The Purple Dragon landed with a thump at the front door of the van.

The van door opened and out stepped Hun, the new leader of the Purple Dragons. He was a martial arts expert, and the only one who would give any of them trouble; the rest were a piece of cake. "Huh," he said. On the other side of the van, Tsoi stepped out with his sledgehammer at the ready. "Seems you're on the wrong side of town, turtles."

As the battle began, Leo looked at his brothers. "Guys, hate to say it, but I think tonight's officially a bust."

Raph blocked a strike from Tsoi and upended the man, sending him flying into Sid. "Took you long enough to figure this out!"

"So let's make like Master Splinter's favorite soup," said Mikey. Each produced a homemade smoke bomb and threw it on the ground. "Egg drop!" said Mikey. A large cloud of purple smoke covered the turtles. When it cleared, they were gone.

The turtles stood on a nearby rooftop. "So that was a complete waste of time," said Raph.

"Totally." Mikey dropped a third slice of pizza into his mouth. "Complete waste."

"Are you kidding me?" asked Raph. "Where do you keep getting these pizza slices?!"

"Ninnnnnnja," Mikey answered.

"Um, guys?" It was Donnie.

Karai stood on the edge of the roof, looking at them. As they watched, she transformed into her half-human, half-snake form. She looked normal, but with snake eyes, a snake tongue, and her skin was pale and scaly. "Help me . . ." she whispered.

Raph reached for his sais but Leo stopped him. "No sudden moves," he said. Then he ran to Karai's side. "Are you okay?"

"Y-yes," Karai hissed. "I just escaped . . . from Shredder. They took me . . . they wanted to change me . . . for something."

"Do you know what that something was?" asked Leo.

In response, Karai said, "They said something about . . . space . . ." She turned and stared off into the distance at the Fisk Building, a large skyscraper home to Fisk Corporations. Donnie held up his fancy binoculars, and saw several of the Foot Clan's dragon bikes pull up into the parking lot.

"The Foot Clan!" he said.

"We need to check them out," said Leo. "Though what did you mean by space . . ." He turned. Karai was gone. " . . . Karai?"

* * *

Wilson Fisk, A.K.A. Kingpin, was one of the most powerful criminal leaders on the East Coast. He had married a beautiful woman named Vanessa, who soon proved to be the love of his life. Though eventually she became sickened by his criminal life and demanded that he give it up or she would desert him. Unwilling to lose Vanessa, Kingpin agreed to her terms, and the two retired to Japan. Vanessa even persuaded him to turn over his files on the activities of other leaders of organized crime to legal authorities. As the head of the criminal organization the Foot Clan, Shredder saw a need to prevent this. He kidnapped Vanessa, later killing her because Kingpin had won his respect, and he saw her as the only obstacle preventing Kingpin from returning to crime.

The enraged Kingpin not only resumed leadership of his former organization, but he also turned over his files on other criminal leaders to the law, now with the motive of ridding himself of any rivals. The ploy worked: as a result of the evidence in the files, many criminal leaders were convicted. In the ensuing power vacuum the Kingpin rebuilt his coalition, stronger than before. Today he controlled the great majority of East Coast gangs dealing in conventional crimes. The Kingpin's organization was now stronger than any single crime family in the New York area.

After the murder of his spouse, Shredder had come to Kingpin in the wake of his grief, proposing an alliance between Fisk Corporations and the Foot Clan. Fisk agreed, and it was Shredder who had incited him to turn over all of his files, thinking likewise that they would prosper when there were fewer opponents in their way.

Now the Shredder sat in Kingpin's office on the top floor, flanked by Tigerclaw and Rahzar. Two Footbots stood behind him, with two more out in the hallway guarding the door (much to the annoyance of his secretary, the Kingpin thought). Kingpin sat at his desk in front of them. He was wearing a white suit and purple tie with a diamond stickpin, and held a cane with a diamond figurehead in his hand.

"It is good to see you again, Fisk," said Shredder.

"The same to you, dear Saki," Kingpin replied. "My associates tell me the Foot Clan is now officially a criminal threat to the citizens of New York. What happened? Japan wasn't exciting enough?"

"Hardly," said Shredder. "And the Foot Clan are no criminals. We are-and always will be-ninja."

"Yes, yes, so you say," Kingpin said. "But it seems to me as though the Foot Clan is leaning more towards the ranks of 'Criminal Syndicate' rather than 'Ninja Clan.'"

As Shredder and Kingpin talked, the turtles reached the foot of Fisk Tower. Leo looked up at the tall concrete and steel structure looming in front of them. High up, they spotted a balcony.

"How much you wanna bet that's where 'Big Boy Pants' is hiding?" asked Raph.

"Dude!" Mikey said. "You totally saved me the trouble of thinking up a name myself! Thanks!" He gave his brother a hug.

"Hey! Shh! Quiet!" hissed Leo. "We're ninja, but we can still be caught."

Each one of them drew a custom-built grappling gun from his belt and aimed it upwards. The line flew up the building for about four stories and latched into the side of the building. They then climbed up, took out the hook, and did it again.

Soon they reached the balcony. They climbed stealthily over the side. The balcony had a variety of flowering plants and shrubs, which helped conceal them. A good thing, too, because the room was open-aired. Inside they could see that Kingpin's office was incredibly large. The room had mahogany wood paneling for its walls, floor and ceiling. Three glass chandeliers hung from the ceiling. The walls were covered with various painting, mostly of Kingpin's face, and a fancy rug was on the floor. On one side of the room was a roaring fireplace; on the other was a wooden desk. In the back of the room, Kingpin, Shredder, and several Footbots, along with Tigerclaw and Rahzar, sat in a small area cut off from the rest of the room by thick glass walls.

"I know you didn't come here just to catch up, old friend," said Kingpin. "You are here on business."

Shredder snapped his fingers, and immediately Tigerclaw and Rahzar left the room, stepping into an elevator. By this Donnie was able to conclude that the elevator was the only way in or out of the room. But it wasn't unlike these criminal syndicate types to have a secret trapdoor installed as a getaway. He'd better keep a sharp eye out.

"Fisk, I have recently come in contact with several supernaturals. We have formed an alliance and plan to take over the city in a mere few weeks. I have come to ask that you supply our army with sufficient weaponry that would help us to achieve our feat."

Kingpin got up, turning to look at the massive fish tank that covered the wall behind him. "What makes you think I would have access to such weaponry?" he asked.

"Do not toy with me, old friend," said Shredder. "You and I both know that you control a massive criminal network, and are head over the East Coast black market. You are the prime choice for someone to supply us with what we need. Still, I see that you are unconvinced. Which is why I brought along one of my associates."

The elevator pinged, and in walked a man wearing an armored suit partly concealed by a hooded green cloak. He bowed slightly. "Victor von Doom, destroyer of worlds, at your service."

"Your associate says you possess great power," said Kingpin, "but I see none of that here. Only a man cowering behind a mask."

Doom raised his hands, and green sparks appeared from his fingertips. Several bolts of green lightning flew from them, completely vaporizing a painting hanging on the wall. Kingpin surveyed the wreckage. "Not bad," he said at last. "Not bad."

"If you wish to see more, I would be happy to provide you with a magic show," said Doom. "Although this kind of magic is not suitable for such conditions. Things tend to quickly become destroyed."

"No, no, you've convinced me," said Kingpin. He pushed a button underneath his desk. Almost immediately two of Kingpin's henchmen came out from a side door-the secret trapdoor, Donnie presumed. Between them they carried a rather large and dangerous looking gun.

"This is the Destroyer Gun," said Kingpin. "It is a prototype weapon from S.H.I.E.L.D. that they were kind enough to supply us with. It has been tested multiple times, and proves to be a dangerous weapon, blasting solar beams that can cut through almost anything. They have already been mass-produced, and we hope to soon introduce them to the black market."

"Excellent," said Shredder, running his fingers over the high-tech weapon. "You shall be rewarded when we come to power."

Suddenly a voice behind them said, "Drop the weapon, Shredder!" The villains turned to see all four ninja turtles on the balcony of Kingpin's office. Leo had drawn both katanas, and pointed one at Shredder.

"Seriously, Leo?" said Raph, then tried to mimic his brother's voice. "'Drop the weapon, Shredder.' You think he's going to actually do what you tell-"

Raph didn't get to finish his sentence. Shredder had leaped towards them. His foot connected with Raph's face.

Raph fell to the ground as the battle began. Kingpin locked the door behind him and settled down at his desk to watch. He absolutely detested fighting, especially when it interrupted a business deal. He preferred not to get his hands dirty; there were plenty of low-grade goons willing to do his work for him.

The turtles took down all four Footbots quite easily. Now Rahzar exited the elevator, snarling. Mikey leaped towards him, nunchuks swinging. "Eat nunchuk, dog face!" he shouted.

He flung a nunchuk towards the mutant, who caught it in his hand. "Don't mind if I do," he growled.

The orange turtle gulped. "Uh-oh."

Rahzar threw Mikey off the balcony. "Actually, I'll take that to go!" He laughed evilly as the turtle flew screaming off the edge. Mikey's nunchuks saved him; he flung them around a hanging plant and managed to swing around and kick Rahzar deeper into the office, saving himself and fighting back at the same time.

Rahzar hit the floor hard. Raph flung several ninja stars at one of the chandeliers, sending the thing crashing down on top of Rahzar in an explosion of glass.

Tigerclaw appeared then, firing away with his twin energy blasters. Red lasers and freeze rays flew everywhere as the turtles dove for cover. Leo charged, deflecting Tigerclaw's laser bolts with his katanas. When he was close enough to swing, Tigerclaw activated his jetpack and flew up, hovering near the ceiling.

Donnie, meanwhile, was having a tough time battling Doctor Doom. All attacks he had made on the armored suit with his bo staff had had no effect. "No way," Donnie gasped. "It's structurally impenetrable!"

Doom dealt with the pesky mutant by zapping him with several volts of electricity. "That's because it's made of a high-strength titanium alloy!" he said. Donnie collapsed, his body quivering from the massive shock that had just been dealt him.

Mikey came to the rescue, or at least tried to. Several nunchuk swings simply bounced off the armored suit. "Dudes, I can't break it!" Mikey said. "What's happening?"

By now Donnie had recovered. As Doom tried to zap Mikey, Donnie moved in with a sweeping blow that knocked the armored sorcerer off his feet. The man stood up, and balls of energy glowed over his hands. "Enough games!" he said angrily.

Raph turned towards Kingpin's office. "Come on out of there!" he shouted. He punched and kicked the thick glass of the crime boss's office, breaking it in seconds. Kingpin stood up and walked out to face them.

Because of Kingpin's large size, Mikey burst out laughing. "Ha ha! Dude, that guy is the fattest man in the history of fatness!"

"Oh, this isn't fat, my good fellow," Kingpin said, smiling. "It's all muscle. Here, I'll show you!" He punched Mikey square in the chest, sending the turtle flying across the room.

As Kingpin battled two of the turtles, Leo was busy fighting Tigerclaw and Shredder. The Foot Clan leader engaged him in hand-to-hand combat. The blue turtle swung his swords, but Shredder blocked the blow and kneed him in the stomach. Leo bent over and fell onto his back. Now Tigerclaw drew his sword to finish him off.

But Leo rolled over as the blade came down, drawing his other katana at the same time. The two mutants crossed blades, moving back and forth on the floor of the room. Donnie, though, was not doing so well. He had concluded the best strategy was to run, and now dashed back and forth across the room, trying to avoid concussive blasts that Doctor Doom was firing at him.

Meanwhile, Raph and Mikey were busy fighting Kingpin. The big man had a few tricks up his sleeve, and aimed his cane at them. Bullets flew out of the tip. Before anyone was hurt, Raph threw one of his sais, knocking the cane out of Kingpin's hand and pinning it to the wall.

With Kingpin defenseless, the two turtles moved in. Raph charged from the front, but Kingpin gave him a backhanded slap, sending him spinning. Mikey jumped him from behind, grabbing onto his back. Kingpin jumped backward into the wall, crushing Mikey like a sandwich.

At the same time, Tigerclaw pushed Leo away. He quickly drew his ice blaster and froze the turtle's feet, preventing him from going anywhere. Donnie came out of nowhere, and pole-vaulted over Tigerclaw. Doom had aimed for Donnie, but due to the turtle's acrobatics the blast missed and hit Tigerclaw instead. The big cat landed on his seat in the fireplace. He jumped up, yowling, and ran from the room.

Using the distraction, Leo leaped for Doom and tackled him on the floor. But Doctor Doom wasn't out just yet. His suit generated a massive shock that nearly overloaded Leo's brain. The turtle slumped over as Doom pushed him off.

Leo quickly realized they had no chance of winning, and ran to the balcony of Kingpin's office. Kingpin pushed a secret button, signaling a dozen henchmen to appear from the large elevator. Simultaneously Doom generated a large force-field encompassing him, Shredder and Kingpin.

"You turtles are fools," said Shredder from inside the glowing green dome. "Soon all that you know will be at an end."

Raph, Donnie and Mikey joined Leo at the edge of the balcony. "Another time, Shredder," said Leo.

All four of the turtles sheathed their weapons and jumped backwards out the window. After a few seconds Shredder went to the window and looked out. Several stories below, the turtles were clinging to the side of the building with climbing claws, leather bands with long spikes, on their hands.

"I'm looking forward to it," Shredder said.


	5. Chapter 5

**Chapter 5: Symbiote in Sewers**

Several days later, Donnie was in his lab, surfing the web for any news regarding Foot Clan activity. An interesting headline popped up, labeled: _Something Slimy This Way Comes._ He clicked on it, and started reading. Very quickly he realized they had a dangerous situation on their hands. "Whoa," said Donnie. "Guys! Come in here!" His brothers entered, and Donnie read the article aloud.

 _"Early Wednesday morning a local NYC sewer worker was making his rounds when he suddenly noticed a thick red slime covering the main tunnel entrance like a giant spiderweb. The sewers were closed off, and several scientific experts, along with the global law-enforcement organization S.H.I.E.L.D., were called in. It turns out that the slime was a living organism. It has the ability to fuse with other organisms, and turn them into monsters. This was unfortunately discovered when a HazMat suited team went in to collect a sample. The sewers are closed off, and residents are advised to keep an eye on their toilets, sinks and bathtubs in case of any slime."_

"That's downright _creepy_ ," Raph said.

"I think I saw this in a movie once," said Mikey. "Some astronauts found a slimy blob on their spaceship and took it home. They kept it alive in a tank of water. Then a power surge mutated it, and it crawled out and terrorized the world."

"What happened at the end?" asked Leo.

Mikey suddenly became slightly angry. "I wouldn't know, because _you_ came in and changed the channel to watch _Super Robo Mecha Force Five_!"

"Oh, yeah, I remember that," Leo said. "That was fun episode."

Donnie tried to bring his brothers back on topic. "What if that thing makes it to the lair?" he asked. "It could hurt Master Splinter, or worse, April!"

"Or us!" Mikey said. "What if that thing has a taste for turtles?"

"Calm down," said Leo. "We need to get out there and stop it, whatever it is, before it gets here."

"Should we tell Master Splinter we're going?" asked Raph.

"No way," Leo said. "He's in the middle of a meditation session."

The turtles knew better than to disturb their sensei when he was meditating. And it wasn't like they could just wait for him to finish, either. Splinter's meditation sessions were notoriously long, the average one lasting about two and a half hours. Privately, Mikey believed that Splinter used the "meditation" excuse to take a nap, though he had no wish to test his theory.

* * *

Soon the turtles were wandering through the sewers of New York City, searching for the source of the red slime that covered the walls in thick strands. Whatever the stuff was, it had spread like a weed through the sewer systems.

They came upon an area where it seemed a battle had happened. A large 4x4 truck with an eagle logo on its hood lay tipped over. The glass on the windshield and windows had been shattered. Red slime was everywhere.

"Whoa," said Leo. "Well, whatever it is, we know it's pretty strong."

"Definitely," Donnie replied. "That's a S.H.I.E.L.D. truck. It's built for durability."

"Something doesn't feel right," Raph said. "Like, where are all the bodies? Normally, there'd be guys laying on the ground out cold."

"Maybe whatever-it-was ate them," Leo suggested.

"Then it might eat _us_ , bros!" shouted Mikey. "I can't be eaten by a slimy something! I have my whole life ahead! Like I have to do my bucket list!" He pulled an impossibly long list out of his shell and held it up for all to see.

All three of his brothers looked at him. "You have a _bucket list_?" asked Leo.

"Duh," said Mikey. "Yes! One of the websites I surfed said every normal teenager should have one."

At that moment Donnie stepped up. "Well, Mikey, there are two things wrong with what you just said. First off, you are not a normal teenager by any definition of the word. And second . . ." His face blazed with anger. "You were on _MY COMPUTER?!_ Without permission?!"

Mikey gulped. "Yeah. But this time I wasn't eating garbage and apple core pizza, like last time."

"It doesn't matter. You shouldn't have been on there anyway. Last time, you dropped some trash in the disc reader and nearly wrecked the whole thing!"

Mikey knew he was about to get into trouble, so he quickly changed the subject. Pointing at a puddle of red goo, he shouted, "Ooh! I can cross off something on my list! 'Touch something unknown and super disgusting!'" He bent towards it but was hauled backwards by the shell by Leo.

"Do you have ANY idea how incredibly stupid that is?" Leo yelled. "That stuff can take over your mind and control you!"

Raph suddenly became aware of several people creeping up behind them. He turned to see five agents of S.H.I.E.L.D. coming towards them. Each soldier had the right side of their bodies completely covered in slime. The slime-covered half of their bodies had a big white pupil-less eye and half of a mouth full of sharp teeth that morphed into their normal mouth on the left side.

"Uh, guys?" Raph said. "I figured out where the bodies ended up going."

* * *

Meanwhile, April had arrived at the lair for a visit. "Hello?" she called. "Anyone home?"

There was no answer. April walked into the center of the lair and sat down. She took out a book she was supposed to be reading for English class. Absently she scratched a scab on her arm, put there because of a skating accident involving Casey Jones. The scab ripped off, and suddenly she felt something wet and stick drip onto her arm.

She looked at her arm, spotting a drop of redness. At first April thought she was bleeding again, but then another drop landed on her from above.

April looked up. A puddle of slime was on the wooden stairs above her, and dripped over the side.

April suddenly felt very odd. Her vision blurred, and she felt woozy. She looked down at her arm, and saw that about half of it was red and dripping. The ends of her fingers were pointy, like claws. She screamed.

In the dojo, Splinter heard the scream. His eyes snapped open. "April!" He grabbed his green crystal walking stick and ran into the main area. In the middle of the floor lay April, unmoving. "April, are you alright?"

April slowly stood up, turning to face Splinter. Half of her body was coated with thick red slime. Her normal eye was shut; the slime covered her other eye, which was now large and white, without eyelids or eyelashes. She smiled viciously, showing a mouthful of sharp teeth. "We are legion!" she hissed in an animalistic voice.

* * *

As Splinter battled the symbiote April, the turtles faced off against the five symbiote soldiers. "It looks like the slime turned them into mindless zombies!" said Donnie.

Raph grinned. "So how do we know if it infects Mikey?"

"Hey!" Mikey shouted.

The symbiote soldiers attacked, raising their automatic weapons. "Don't let them touch your skin!" warned Leo.

Donatello leaped in front of his brothers, spinning his staff at an incredible speed. The first round of bullets met with this attack and ricocheted off. Now the turtles jumped out from behind their brother to attack. The soldiers were strong and powerful, with quick reflexes. Leo attacked one, but it dodged his swords and leaped for his face. He ducked, and as the creature passed over him he smacked it with the handle of his katana. The creature shrieked and fell to the ground.

Raph spun his sais and tried to stab another creature, but it grabbed the blades. As both of them pushed against the knives, Donnie swung his staff around and smacked another one into the downed S.H.I.E.L.D. truck. Mikey tied one up in his nunchuks and swung it around before smacking it against the ground. Raph freed his sais and punched the last symbiote S.H.I.E.L.D. agent in the face, using the points of his sais to protect his hands.

As the infected soldiers lay on the ground, the symbiote melted off them and fused with the stuff on the walls. The agents of S.H.I.E.L.D. had been returned to their normal state.

"Let's get them out of here," said Leo, sheathing his katanas. After dragging the men to the main sewer branch, they ran down a separate branch until reaching a subway station. A derailed train lay on the tracks, tipped over onto its side. Gaping holes had been ripped in each of the train cars. Red slime hung about like deadly spiderweb.

"Oh, man," breathed Donnie, "this is insane."

* * *

Splinter, in all his ninja history, had never been in a fight like this before, not even against Oroku Saki. It was taking every skill he knew just to stay alive. The April/symbiote seemed to draw its energy from the air around it, and thus held a never-ending supply of energy. However, Splinter had a good amount of energy, as he had been meditating for a while before this.

The April/symbiote suddenly generated a _tessen_ from her slime-covered arm. Seeing the weapon, Splinter reacted instantly and blocked the strike with his walking stick. Then he hit the symbiotic creature with a kick, knocking it backward. The April/symbiote regained its balance and came at him, hissing. Splinter flew straight up into the air to avoid the fan and caught the creature in the chest with a tail whip.

As the April/symbiote lay gasping for breath, the fan on the end of its arm dematerialized. "I am not your enemy, April!" said Splinter. "Try to think!"

The creature dropped down, spun to its rear, and whipped its clawed arm in an arc. Splinter sank to the ground, and after a moment attempted to get up. It was then that he realized his left arm had been cut by the attack, and saw the slime covering his arm.

At that moment a wild fury was unleashed inside him. It lashed out in all directions, its enormous destructive force struggling to find something to punish. A thousand voices screamed inside his head, and he was vaguely aware that one of them was his own. He realized he was no longer in control of his own mind or body. It felt like the time the Rat King had taken over him, but this . . . this was worse. This time he was actually aware of what he was doing, though could do nothing to stop it. It was as if he were trapped behind a glass wall in his own mind, being forced to watch whatever atrocities the new Splinter/symbiote would commit.

A dull hum throbbed in his head. The symbiote part of his mind reacted by heading off into the maze of sewer systems, with the April/symbiote close behind.

* * *

Soon after the two new symbiote hosts had left, the turtles came running in to their hideout. They had decided to first prepare themselves with information on whatever it was they were fighting.

Donnie rushed to his lab, booting up the computer. "I'll bet I can simply hack into the S.H.I.E.L.D. database and search for any and all information on this new threat." His fingers dashed over the keyboard, as various messages popped up onscreen. Finally, Donnie whooped. "Success! Now, to find information concerning 'Symbiote' . . ." After a few minutes, he said, "Guys, listen to this."

His brothers crowded around the screen as Donnie began. "Apparently, these symbiotes are a species of amorphous symbiotic extraterrestrials from the Andromeda Galaxy called the Klyntar." He went on reading directly from the article. "'In their natural state, the Klyntar were benevolent, and endeavoured to create an intergalactic peacekeeping society by using the symbiosis they need to subsist in order to transform worthy hosts into the ultimate noble warriors. However, to achieve this perfect symbiosis, the host must have a perfect blend of moral and physical ideals. If not, the resulting symbiosis would corrupt both the Klyntar and its host.' So basically, humans do not have a perfect blend. 'Symbiotes are fully aware and sentient creatures, but when corrupted are also vicious and wild, compelling their hosts to violence'-"

"Yeah, yeah, great, Donnie," interrupted Leo. "But does it say anything about stopping them?"

Donnie scrolled down for a bit before continuing. "'All symbiotes seem to have a weakness against very large vibrations and heat. The Leader mentioned that symbiotes also have a weakness to magnesium, however, this turned out to be false as it had no effect on Venom.' Who's Venom?"

"It doesn't matter," said Raph, "because if he's behind this then we'll just take him down." He pounded a fist into his palm.

Suddenly everyone heard Mikey shrieking from the kitchen. "Dudes! That slime thing just ate my pizza!"

His brothers charged in to see Mikey struggling to tear a pizza in half, the other half being covered by red slime. "Oh no you don't, you're not getting MY pizza!"

"Mikey, let it go!" Leo and Raph grabbed him as Donnie quickly took hold of the pizza. He placed it on the stove and turned all four burners on _High_. Flames leapt up, and the symbiote shrieked before melting into nothing.

"Nooo!" Mikey wept as his brothers let him go. "The pizza! It was so young! So beautiful!"

No one paid attention to him as a sudden dread filled their minds. "Hey, guys?" asked Leo. "Has anyone seen Splinter and April?"

This statement sparked a panicked search for their friend and mentor. Finally Raph called everyone to the dojo, where he held the portrait of the human Splinter, Hamato Yoshi, with his family. The glass was cracked, and red slime dripped from the frame.

"We're going," Leo said, drawing a katana. "NOW!"

* * *

The turtles had been following the red slime for about a mile underground, thanks much in part to Donatello. He had transformed his Ooze Specs goggles into Symbiote Specs. Using this, they were able to detect traces of symbiote ooze, which they had been following for nearly a half hour.

"Dudes, this is awful!" Mikey wailed. "We're gonna get our brains turned into mush!"

Raph patted him on the back. "Don't worry, little brother. The symbiote will have no effect on you, because your brains are already nothing but oatmeal."

Mikey sighed in relief.

"Where are we?" asked Leo.

"According to my calculations raised his hand, indicating silence. Then he pointed ahead of them. The turtles were inside a large room filled with machinery. It looked to be a water treatment area. Dozens of people milled around, each of them partially covered by red slime. Leo spotted two familiar faces in the crowd and pointed. "There's April. And Master Splinter!"

Donnie aimed his Symbiote Specs into the crowd. "That one looks to be the leader," he said, pointing to a creepy-looking being who was mainly red in color. He had large rugged white eyes and a large smile filled with pink gums and fanged teeth. You could easily see the muscles bulging underneath the slime that coated him, suggesting he had super strength. Four symbiotic tendrils rooted in his back writhed and squirmed in the air.

The creature crawled up to the top of a large water storage tank, surveying his minions below. "We are ready, at last," he snarled, and his voice sent shivers up the turtles' spines. "The world once feared us, called us freaks. But tonight all that changes. We will rise to rule the earth. The Klyntar will consume everyone on this miserable planet." He raised both hands in the air. "We are Carnage, and we're gonna paint the whole world red!"

"This guy's insane," Leo whispered.

Donnie gazed at him with the Symbiote Specs. "The scanner shows heavy trace amounts of symbiote. Apparently the host's name is Cletus Kassady, a diagnosed psychopath."

"So?" asked Raph. "That doesn't make him any better. He's still going down tonight."

"Actually it does, Raph," Donnie argued. "The guy's mentally insane. There's no telling what he's going to do. And he's got no conscience. The S.H.I.E.L.D. database tells multiple times when he would kill for no reason. His first cases were when he picked random victims from the phone book and killed them."

"Point being: the guy's crazy," Leo said. "So we just have to be extra careful."

The creatures set off down the sewers with Carnage leading. Blending in with the stones of the wall, the turtles headed off down the tunnels after them.

They moved in near silence for about half a mile, when Leo whispered, "Donnie, any idea where they're going?"

"My calculations say they're underneath Oscorp Tower," Donnie answered. Oscorp Tower was the base of operations for the multinational corporation Oscorp. It was created and ran by its CEO, Norman Osborn.

Using maintenance hatches and repair access doors, the army of symbiote hosts entered the building. Carnage pointed. "What we need is up there. Go, my loyal subjects!"

The people/symbiotes set off into the depths of the Oscorp labs, looking for something-or someone. But if it was up to the security systems of the labs, they wouldn't get very far. A series of motion-sensing turrets opened fire on the crowd of monsters, taking down many of them. The ones behind merely used the luckless ones as meat shields, to get to the turrets and destroy them. The Splinter/symbiote was most useful here; his years of ninja expertise came in handy as he ducked and dodged the fire and took out the turrets.

But that wasn't all. Now a series of laser walls sprang up, preventing the army from advancing further. They simply climbed the walls and crawled upside down on the ceiling to get to their destination.

The turtles had no trouble at all getting past the security, but did indeed have some trouble figuring out what the symbiotes were after. That is, until they spotted Carnage sneaking into a room with a glowing green light coming from it.

"Oh, no," Donnie gasped, as he saw what was inside the room. "Mutagen!" Mutagen was a dangerous substance from Dimension X. Any creature that was exposed to mutagen would rapidly increase in size, strength and intelligence and even possibly gain superpowers, though its unstable nature made mutations dangerously unpredictable.

The turtles suddenly realized Carnage's wicked plan. "He's going to use that to turn himself and his army into unstoppable warriors!" said Leo.

Carnage reached a tentacle into the mutagen, absorbing it into himself. Several seconds passed, then he gave a screech as green light began to glow from him. He fell down onto his knees, writhing as the mutagen changed him. He grew in size, until he was almost as large as Leatherhead. He began laughing manically. "I'm even stronger than before!" he roared. "The mutagen is coursing through my veins. Nothing in the world would dare attack me. I'm invincible!" He paused. "I could get even with Spider-Man now." Again he laughed, and many in his army laughed with him.

"He _is_ crazy," said Donnie.

"We need to get in there and stop this before it gets any worse," Leo ordered. "So let's go. But _quietly._ We can't be detected."

"Do you really need to say that every time we go somewhere?" asked Raph. "We're ninjas. We know how to be quiet."

As the turtles walked off, Mikey accidentally tripped on a pipe and fell into Donnie. Both turtles fell to the floor with a crash. As the symbiotic people turned towards them, the turtles glared at their youngest brother.

"MIKEY!"

The new and improved Carnage looked up. "What do we have here?" He pointed at the turtles. "Get them!"

The army of people/symbiotes charged. The turtles drew their weapons. "So what's the plan, fearless leader?" asked Raph.

"Donnie, you're the smart one," Leo answered. "What should we do?"

Donatello gazed at the incoming people/symbiotes through his Symbiote Specs. "According to the article, these things are extremely sensitive to heat and sound. We should be able to use that to our advantage."

The turtles dodged the first wave of people/symbiotes. Raph twirled his sais and struck a pipe above him, sending a shower of filthy water onto the people/symbiotes. Meanwhile, Donnie's mind raced rapidly. "I've got an idea, but it's risky. We'll have to get the symbiotes out of here, and onto the streets. And we'll have to split up."

"And let's not forget about that mutagen," said Leo. "Thankfully, it's only one canister."

"Any idea is better than none," said Raph. "What is it?"

* * *

Casey Jones was practicing on the old hockey rink. He skated down the ice field towards the goal. "Jones heads for the goal," he said to himself, as he batted the puck back and forth. "The defense melts in front of him. He shoots-" He smacked the puck, which flew into the goal and landed against the net hard. A buzzer sounded.

"He scores!" Casey sank to his knees and slid across the ice on his knee pads, holding his stick over his head in victory.

The turtles ran into the building and spotted him. "Casey!" they called.

Casey stood up and skated over to them. "Hey guys! What's up?"

"Would you mind keeping some guys busy while we head to the announcer's booth?"

"Sure." Casey figured that he could handle whoever was about to come through the door. He heard noises outside the arena, and threw his skull-painted goalie mask over his face. "Scum-sucking mutant freaks, prepare to meet Casey Jones!"

The first few symbiote-infected New Yorkers charged through the door. Behind his mask, Casey gulped. "Whoa! Those are some messed-up dudes! Nothing me and my skates can't handle." He skated off onto the ice. "Come and get me, you slimy freaks!"

The people/symbiotes growled and hissed, but were not used to ice. They slipped and slid all over the place. And whenever one got too close to Casey, he fired a slapshot into its face to keep it at bay. This usually sent the creature back to sliding and slipping on the ice.

"Is that all you got?" Casey laughed. "I could do this all day."

The gargantuan Carnage broke through the wall with a roar.

The turtles stood by the entrance to the announcer's booth, keeping any people/symbiotes out. "Donnie, what's taking so long?" asked Leo over the T-Phone, jabbing an infected human with his katana.

"I'm almost there!" Donnie said. He had returned to the lair for something. "Keep them busy! Use our first distraction option!"

"Aw, sweet!" Mikey dashed over to the microphone. "I'm gonna save the world, yo!"

"Cover your ears," Leo told his brothers.

Mikey's voice boomed over the loudspeakers. "WHAT UP, DAWG? DOCTOR M IN THE HOUSE! I'M FIXING TO GO NINJA ON YOU ALL! BOOYAKASHAAAAA!"

The people/symbiotes fell to the ground, shrieking and screeching as the symbiote melted off of them. Soon, dozens of New York citizens lay on the ground, restored to their normal forms.

Carnage was also suffering the effects. He growled as strands of symbiote fell from his body. "No!" he roared. "I'm weakening! Need more mutagen!" He charged towards the door but was stopped by a leaping kick from Raph.

"You're not going anywhere!" Raph said.

Carnage snarled like an animal as the four turtles and Casey Jones cornered him. "Never corner a wounded beast," he snarled, and leaped for Casey. Casey screamed and skated out of the way. Carnage went tumbling head over heels onto the ice.

"Keep him on ice!" Casey told the turtles. "These guys wouldn't be worth jack in the NHL!"

Carnage formed several bladed weapons from the symbiote on his hands. He attacked Leo with his own weapons: twin katanas. Leo parried underneath the ferocious onslaught, but Carnage's blades only lasted for ten seconds before they crumbled into dust.

Raph went for a backstab but Carnage's symbiote sense went off and he fired a tendril of web at the roof to avoid the attack. Raph accidentally knocked Leo onto his shell. Carnage then leaped from the roof and tackled Raph, sending him on top of Leo.

It seemed as though they were done for. But then the revving of an engine was overheard, and the turtles' Stealth Bike burst through the wall. Donnie leaped out, and flung a canister of orange liquid at Carnage. "Eat retro-mutagen!" he yelled triumphantly.

Carnage bellowed as the canister burst over his head, and beads of orange retro-mutagen dripped from his body. He was effected almost instantly, screeching as the chemical reaction returned him to his normal state. The symbiote retracted into the body of Kletus Cassady as he lay on the ice rink floor.

The turtles gathered round. "So what now?" asked Mikey.

"I say we drop him off at the prison," Raph volunteered.

While Casey took the unconscious April and Splinter back to the lair, the turtles fired up the T-Rawket and flew over to Ryker's Island Prison. They used their gliders to get inside without being detected, waited momentarily while Donnie hacked the security systems, then dropped off their escaped felon in an empty cell and rebooted the security.

The _Daily Bugle_ 's headline the next morning read RECENT ESCAPEE CARNAGE MISSED PRISON AND RETURNED.


	6. Chapter 6

**Chapter 6: Stark Tower**

Doctor Doom was unhappy by the set of temporary setbacks that had currently fallen his way. For starters, Magneto had informed them that his space station was unsafe for visitation, and had requested the sole assistance of Red Skull and the Hydra forces. And now M.O.D.O.K., the leader of A.I.M., was reporting to them that the Kraang power cell was unsuitable for use as a power source for their portal.

Doom stood in Shredder's throne room, and both were staring at a screen displaying M.O.D.O.K.'s immense, bloated head. Doom tried not to grimace-you'd think that with all of A.I.M. at his disposal, M.O.D.O.K. could find some way of making himself look a little better. Due to his immense size, M.O.D.O.K. was incapable of unassisted physical movement, and was forced to bide his time sitting in a technological device he called his "Doomsday Chair."

"So what are you saying, M.O.D.O.K.?" asked Doom. "Is the power cell completely unusable?"

"Yes," M.O.D.O.K. answered. "My A.I.M. scientists have attempted dozens of times, but the power cell is simply not compatible with our portal technology."

Shredder glared at Doom from behind his mask. "You promised me a conquered world, Victor. But I have yet to see fruit to this plan."

Doom ignored the comment, and continued, "What do you propose we use as a substitute?"

M.O.D.O.K.'s enormous face grinned nastily. "I have set my eyes on a quite well-known power source, one that has been attempted to be replicated many times. I speak . . . of Tony Stark's arc reactor!"

The Arc Reactor was a type of fusion power which derived from the repulsor technology of the Iron Man suit created by Tony Stark. It could be used as a source for clean energy as well as a powerful bomb.

Doom stroked his metal mask thoughtfully. "Indeed, the arc reactor seems like a suitable source of power. However, you forget one thing, M.O.D.O.K. The Arc Reactor is located deep inside Stark Tower. And the tower is comprised of some of the most advanced technology in the world and is built with the nigh indestructible materials. Every wall both interior and exterior is made of vibranium-reinforced concrete, and the windows too are virtually indestructible."

"Given time, we will find a way inside," M.O.D.O.K. said dismissively. "I assure you, I have calculated every possible situation and this is the most logical one. I would be willing to offer up A.I.M. resources for the project, and even lead the attack myself."

"The Foot Clan will also donate soldiers, and you will also have the aid of my right hand, Tigerclaw," added Shredder.

"Then it's settled." Doom grinned behind his metal mask. "We march on Stark Tower-tonight!"

* * *

Donatello was in the den watching TV with his brothers. Channel 6 News was doing a report on Tony Stark, who was Donatello's personal hero. The man had everything: a cool tower, sweet robotic suits, and even a talking computer program that did everything in the tower and even struck up conversation.

The presenter, Joan Grody, was speaking. "Resident New Yorker Tony Stark has announced a new contest that will be released to gain popularity among fans. Inventors around the globe will get a chance to participate, showing off their best creations to Stark. One lucky winner will get an afternoon in the tower, spent with Tony Stark himself! Email your stories, or mail them directly, to Stark Tower. Coming up, local firemen had their hands full when an entire pet store of cats got loose and climbed trees in Central Park. This after the break, on _Grody: To the Max._ "

Leo, Raph and Mikey looked over at Donnie. He had a starry look in his eyes, and drool dripped from his mouth. Before anyone could say anything, the purple turtle had raced into his lab and booted up the computer. He logged into his email, under the username duzmachines84 , and entered Tony Stark's email address.

"I can't believe it!" he said to himself. "I finally have a chance at meeting the great and powerful Tony Stark! I just need to give him the specifics on one of my inventions. Hmm, which one? The Shellraiser? No, I brag about that enough already. The T-Phone! Mmm, no. Or what about the Turtle Mech? Ehh . . ."

At that moment Donatello happened to glance over at his lab shelf and caught the glance of the cold metallic head of his old creation, Metalhead. Donatello had built Metalhead out of garbage, and the robot had proved a valuable ally. Donnie wiped a tear from his eye as he remembered how Metalhead had sacrificed himself to save them and dozens of other mutants.

Then the lightbulb went on, and Donnie began typing on the keyboard. "I've got it! I'll tell Tony all about Metalhead! It's the least I can do, seeing as how he gave himself up for me."

* * *

"J.A.R.V.I.S., check the suit over and let me know what needs repaired," Tony requested as he walked into the penthouse from the disassembling platform of Stark Tower. It had been an easy battle, but he had gotten into the habit of having the suit checked out after every use. He never wanted to get caught flat-footed like he had been in Monaco.

"Certainly, sir," J.A.R.V.I.S. replied. J.A.R.V.I.S. was Stark Tower's computing system, taking care of everything to do with the tower, from heating and cooling systems to engine analysis of Stark's hot rod in the garage. J.A.R.V.I.S. had also been adapted to be downloaded into the Stark's second generation Iron Man armor, and has been present in subsequent models, as a control program to manage the armor's sub-systems.

Tony slipped behind his bar and poured himself a shot of tequila while the Mark VII suit disappeared into the bowels of his lab. He knocked back the shot and then flipped the glass over to rest it on the granite bar top. He pushed off the bar and turned his steps toward the elevator only to be stopped when he bumped into the solid mass of his girlfriend.

"You need to let J.A.R.V.I.S. check you out and then get some rest," Virginia Potts quietly said steadying Tony with a hand on his shoulder.

"Drop the mother hen act, Pepper," Tony grumbled, disgusted with himself for not being more aware of his surroundings. He hadn't heard the elevator or Stark Industries's CEO entering the penthouse, which just proved how out of it he truly was.

"Only when you stop being a stubborn mule," Pepper retorted. She could feel the slight tremor run through Tony's body as he fought to stay on his feet since he had been on a full science binge before he had gotten called out.

Tony snorted and shook his head, pushing the fatigue aside.

"Tony?"

"Come find me in a couple of hours, okay?"

"Okay," Pepper said relenting. She knew Tony needed time alone to decompress even after the easy battles. She pulled Tony close and gave him a brief kiss. "Love you."

"Ditto, sweet cheeks."

Pepper rolled her eyes. She let Tony pull away and head down to his lab.

* * *

Tony quickly entered the passcode and headed over to the back of the lab.

"J, cue up 'Modern Day Cowboy,'" Tony said, absently patting DUM-E on the claw when the bot trundled up to greet him. You and Butterfingers were on their chargers, but chirped their greetings to the billionaire.

"DUM-E, fetch the drinks," he ordered. The robot promptly brought over a tray of Yuengling Traditional Lager accompanied with a crystal glass.

Tony smiled as he picked up the glass and took a drink of it. "Now, let's see our next patient, shall we?"

The nearly complete Iron Man Armor Model XXI rose up in front of him as Tesla's _Modern Day Cowboy_ boomed over the speakers.

"What will it be for this one, sir?" asked J.A.R.V.I.S.

Tony sat back, drink in hand. "I think we should modify the repulsors. Add a mild version for crowd control, to protect me from my throngs of loyal fans. Improvements are required, also. I'd like to be able to use them underwater and in space. And I want a final smash ability, which happens when I fire both the repulsors and the uni-beam." He pounded a fist into his palm for effect.

J.A.R.V.I.S. made a note of this as Tony continued his laundry list. "Improve the sonic weapons. And I've always wanted to be a Jedi. Give it a deflector pulse that can push objects away from the armor. As for defense, improve the EMP shielding. The basic forcefield uses wave algorithms to randomly change its frequency, correct?"

"Correct, sir."

"Nice. I think a second smaller energy shield is in order. Have it come out from the gauntlets. Armor breaches are always a problem, especially when fighting the Hulk. Add backup forcefields to cover armor breaches. Liquid oxygen cells should provide the air supply when the suit is underwater and in space. By the way, I think I just read in the news that air pollution is higher than ever before. Put a respirator in the suit. to take in and purify outside air."

"Getting back to the issue of underwater, sir," J.A.R.V.I.S. said. "What is the preferred mode of propulsion?"

"A carbon dioxide mix," decided Tony after much effort. He stood up, to walk around the model. "It's pretty dark underwater. A searchlight for the helmet for underwater missions would be nice."

"Very good, sir."

But Tony wasn't finished. "Utility tools in the left gauntlet, for repairs, bomb disposal, whatever. Upgrade the software, particularly in the sensor array and diagnostics. In case I get lost, add some GPS technology. And a spray, that I can use to mark objects.

"That would require an ionic mist spray, sir."

"Excellent, excellent," said Tony, taking a sip of his drink.

* * *

Pepper hurried down the steps to Tony's lab. She quickly entered his passcode, surprised not to be assailed by Tony's loud music. She was about to ask J.A.R.V.I.S. where Tony was holed up in the large room when she heard a loud snore come from the back of the room.

Pepper found Tony curled up on the old couch with a ratty blanket tucked in under his chin. She crouched next to him and softly said, "Hey, sleepy head. Time to get up," as she gently shook the engineer's shoulder.

Tony woke with a snort and tried to bury himself deeper into the couch grumbling, "Five more minutes."

"No can do, Tony," Pepper retorted. She grabbed the blanket and began to pull it off of Tony.

"Please!" Tony whined and tightened his hold on the blanket.

"It's dinner time."

Man Pepper," Tony sighed as he threw back the blanket. "I was having a really good dream."

"I'm sorry," Pepper apologized. "But it's time for dinner."

"Food sounds good," Tony quipped as his stomach voiced its disapproval of being empty.

Pepper stood up and held out his hand. Tony caught hold of it and let Pepper pull him to his feet.

"So your dream?"

"Involved a Porsche, French models, and Dubai," Tony explained with a tired leer. "Nothing personal against you. Now, I think you mentioned it's dinner time."

Pepper softly laughed and pulled Tony from the lab.

* * *

Over Chinese food, Pepper went over some of the entries in response to Tony's contest. "Here's an interesting one," she said, pulling out a notepad on which she had taken a synopsis of several of the entries. "A hotel in Japan has an entirely robotic staff. They can do everything from cleaning to checking guests in."

Tony slurped down a mouthful of chow mein. "Sorry, no. That's just creepy. Besides, that sounds a lot like the tower. What are they going to do next, arm their robots with rockets and ion blasters and have them go out to save the world?"

Pepper glanced down at her pad. "Former Apple engineers have invented a computer that can cook."

"So have I," Tony said.

"Sir, I would like to remind you that my functions far exceed mere cooking," said J.A.R.V.I.S. "And I am hardly considered a 'computer,' by any definition of the word."

Tony thought he detected a hint of resentment in the AI's voice. "Sorry, J," he apologized. "Don't take it personally."

Pepper flipped through her notes. "Here's something. "Some guy emailed you about a robot he invented from scratch."

"Sounds like it's been done before," Tony said.

"No," Pepper replied, "actually, this one's unique. The guy's surname is duzmachines84, and he built his robot from reverse-engineered alien tech. The robot's name was 'Metalhead.' He has an upgraded artificial intelligence, even to the point of listening to commands, and was programmed with numerous fighting styles. He also has the ability to simulate almost all fighting styles he encounters. Here." She passed Tony the iPad.

"J.A.R.V.I.S., add that bit about simulating fighting styles to the new armor," Tony requested.

"Yes, sir," said J.A.R.V.I.S.

Tony read on, about how the robot had gotten duzmachines84 and his brothers out of numerous scrapes, and eventually been destroyed with only its head intact. This duzmachines84 character sounded like a really neat guy. And who didn't like a robot that was built from scratch, programmed with independence and given multiple fighting styles? He sounded a lot like Tony. At any rate, a robot built from scratch was certainly better than a computer that could cook.

* * *

The next day, Donnie woke up with a yawn. He had spent the night in his lab, working on an experiment. He raised his head and looked at the computer screen. A message flashed across it: "1 New Email."

Donnie's fatigue left him in a heartbeat. He clicked _Open_ and read the sender's address. It was from Virginia . Excitedly, he opened it.

"Dear Contributor: Thank you for entering Tony Stark's NextGen contest! We are pleased to inform you that you have won the contest. Please send us your address and we will arrive at 9:00 AM to pick you up. We can hardly wait. All best, Virginia Potts, CEO."

Donnie glanced at his computer clock. It read 8:45. Only fifteen minutes! He typed down the address for Antonio's Pizza-Rama and quickly logged off. His brothers and sensei were still asleep, so he wrote a note and left it on the kitchen table. He slipped on a fedora and trenchcoat, and as an afterthought grabbed the long-cold head of Metalhead before heading topside.

* * *

Donnie barely made it to the pizza parlor on time before he heard the revving of an engine. He then looked down the street and saw Tony Stark's personal sportscar pulling up to the curb next to him, just after dropping Pepper off at the airport for a business meeting. The man of his dreams turned and tilted his sunglasses, making his eyes visible. "Duzmachines84?" he asked.

"I can't believe this," Donnie murmured. "I'm actually talking to TONY STARK! You are my hero, Mr. Stark!"

"Well, thanks for the compliment," said Tony, "though you're not the first one to say that. Come on, hop in! You've got a playdate with destiny."

Donnie climbed in the passenger seat, and they sped off towards Stark Tower. "So what's your name?" Tony asked.

"It's Donatello," Donnie said. "It's Italian. You can call me Donnie. At least, if you want to, Mr. Stark. I don't care what you call me. You can call me Binkster Dorkman if you want to!"

* * *

Donnie followed Tony downstairs to the labs. It didn't look like Tony suspected anything . . .yet.

"Sure you don't want to take off your hat and coat?" he asked. "DUM-E, come get Donnie's coat."

A small robot on treads with a robotic claw wheeled up to Donnie. He grabbed protectively onto his hat, keeping it firmly on his head. "Uh, thanks but no thanks, Mr. Stark," he said.

"Whatever floats your boat," Stark said. " So what do you drink, Donnie? Bourbon? Whiskey?"

"No thank you, Mr. Stark," Donnie said. "Water's fine."

"Please," interrupted Tony. "It's Tony. Mr. Stark? I'm not as old as I look. At least, I don't think."

"Okay, _Tony_ ," corrected Donnie.

"So, tell me a little about your invention," Tony said, pouring himself a glass of whiskey.

Donnie plopped Metalhead's head onto the lab table, being careful not to disturb the other items on the table. "There he is," the turtle sighed. "Not very much left, is he?"

Tony began to closely examine Metalhead. "So what happened to him?" he asked.

Donnie was hesitant to tell Tony the truth. "An explosion," he finally said. This was the truth; Metalhead had been caught in the explosion that decimated the Kraang's secret mutant prison.

Tony peered closely inside Metalhead's skull, examining the menagerie of wires. "Doesn't look too bad," he said at last. "You've kept him in good condition."

"Thanks," said Donnie.

An idea was forming in Tony's head. As DUM-E brought Donatello his glass of water, he asked J.A.R.V.I.S. a question. "Hey J.A.R.V.I.S."

"Yes, sir?"

"Examine Metalhead's technology and give me the specs."

A blue light appeared and ran over Metalhead's head on the lab table. After a moment, J.A.R.V.I.S. replied, "The robot's technology comes from the Kraang, a race of brain-shaped aliens from another dimension that pilot robotic bodies. The technology has actually been reverse-engineered to give the robot independence from the Kraang."

Tony's eyes widened. "Wow." He turned to Donnie. "So you reverse-engineered alien tech? How did you manage it?"

"Oh . . . it's a gift," Donnie answered sheepishly.

"Color me impressed." Tony took a sip of his drink. "J.A.R.V.I.S., is the technology compatible with StarkTech?"

"The technology in its original state was not, sir; however, the reverse-engineering reversed the capacitators of the machine, rendering it compatible with our own technology."

Tony's idea would work. He grinned. "J.A.R.V.I.S., bring up the Mark XXXVI."

The Iron Man Armor Mark XXXVI rose from the table. "The Mark XXXVI is a model that's controlled by me using an NES headband," Tony explained to Donnie. " _Telepresence Neural Net_ transmits mental commands from my headset via sub-space. This system gives the wearer realistic feeling without lag time, but also makes him vulnerable to feedback. The fact that I don't have to be in the armor makes more room for weapons and power sources."

Tony went over to the computer and brought up a holographic simulation of the Mark XXXVI. He swiped his fingers through the air, removing the helmet of the armor. Then he tapped twice, creating a holographic image of Metalhead's head, and dragged it over to sit on top of the Mark XXXVI. He then tapped again, and the new armor, with Metalhead's head, spun 360 degrees in the air.

"Congratulations, sir," said J.A.R.V.I.S. "The prototype of the Mark XLVI is now complete."

Donnie could barely contain himself. "Wow!" he shouted. "I can't believe this!"

"Let's build this, J.A.R.V.I.S.," said Tony. "Hit the mix tape."

* * *

About an hour later, M.O.D.O.K. was in an airship flying over Stark Tower. In the troop bay with him were three squads of A.I.M. agents, dressed in their classic yellow hazmat-like suits, and a score of Footbot soldiers. Sitting next to him was Tigerclaw, brandishing an energy rifle.

"Remember," said M.O.D.O.K., "head for the laboratory. That's where the arc reactor is."

A voice sounded over the loudspeakers. "Go in three . . . two . . . one . . . hit it."

The airship let loose with dozens of heat-seeking missiles. They crashed into the tower's windows, cracking the glass. This served as a distraction, as the airship lowered itself over the Stark Tower helipad. Hovering close enough to the ground, the A.I.M. agents, accompanied by Footbots, jumped out onto the helipad with M.O.D.O.K. in the lead.

* * *

Tony and Donnie fought to stay on their feet against the earthquake-like rumblings that shook the lab. "Unwelcome company, J.A.R.V.I.S.?" asked Tony.

"Sir, security cameras indicate a presence of agents of Advanced Idea Mechanics, as well as the " reported the AI.

Tony headed for the hall of armor. "Okay, Donnie, hold them off. J.A.R.V.I.S., get the Mark XLVI ready," he said.

"With pleasure," said Donnie, drawing his bo staff menacingly.

The Footbots led the way inside. Donatello was crouched down behind the bar, waiting for the Footbots to pass him. When they were past, he jumped out and whacked a Footbot in the head with his staff. The Footbot crumpled as three others turned and attacked. The turtle used his ninjistu skills to dodge the strikes and struck out with his staff. The rest of the Footbot fell quickly.

Donnie twirled his bo staff. "Yeah, well, that's what happens when you're a genius." But then he heard the activation of high-powered weapons and looked up. A large group of A.I.M. agents were in the doorway, with their guns trained on him.

"Aw, sewer apples!" said Donnie.

But then from behind him a voice said, "You know, it's really just rude to come barging in without asking." He turned around and saw Iron Man, decked out in the Mark VIII. "If you'd let me know ahead of time, I would have left the door open."

The A.I.M. agents opened fire, and Donnie dove away for cover. Iron Man fired his energy repulsors, taking down several of the agents. He then used his rocket boosters to soar over the heads of the agents, landing behind one. He grabbed the luckless agent and tossed him out the door, blasting him with his repulsors in the process. The agent flew into the open troop bay of the A.I.M. airship and landed with a thud.

"Enjoy the fall!" Iron Man said. Donnie and Iron Man formed a tag team, both of them taking down the rest of the agents. But more came, as did Footbots. Bit by bit, they were forced towards the laboratory downstairs. Then, from behind the agents, an energy bolt struck Donnie's hand. The mutant cried out and dropped his staff.

Tigerclaw, in the airship, chuckled as he aimed through the scope of his energy rifle at Donnie. Then he took to the air in his jetpack, firing his twin energy blasters. A freeze gun shot covered Iron Man's unibeam launcher, rendering it useless.

"Hey, I just finished cleaning that," groaned Tony. "Nice eyepatch, by the way. But pretty sure Fury has that market cornered." He noticed Tigerclaw's stub tail. "What happened to the little kitty's tail?" he asked mockingly.

He soon wished he'd bitten his tongue, as a hail of blaster bolts flew in his direction from the enraged feline's guns.

Next came M.O.D.O.K. himself. He fired several sonic beams into the doorway. "I am M.O.D.O.K. I am the ultimate in human-machine interface. I am designed only for conquest!" he roared.

"Wow," Donatello breathed. "That is a very big head."

"You insult me?" shrieked M.O.D.O.K. "My mental bolts will tear your mind apart. A mere human mind is no match for M.O.D.O.K."

"Yeah, well, the moon is no match for your head," retorted Stark. He fired off a burst of energy from his repulsor gloves.

M.O.D.O.K. screamed in pain as more A.I.M. agents poured into the area, forcing the heroes back even further. At a nod from Iron Man, they jumped backwards into the lab. "J.A.R.V.I.S., shut the doors!" shouted Iron Man.

J.A.R.V.I.S. obeyed, and the metal doors to the laboratory slammed shut and locked. M.O.D.O.K. screamed, "Idiots! Get this door open now!"

Grateful for reprieve, Donnie pulled out his T-Phone and left Leo a message. "Hey, Leo, I'm at Stark Tower. The Foot is here, and Tigerclaw. Please get here now."

"Hey, J.A.R.V.I.S.," said Iron Man, "the Mark XLVI ready yet?"

"Sir," began J.A.R.V.I.S., "there are still terabytes of calculations left before-"

"It's ready," said Tony.

Outside the labs, Tigerclaw turned to some Footbots. "Prepare to rush the door when it opens." He glared at the A.I.M. agents who were attempting to hack into the door lock. "Work faster!"

Suddenly the lab doors shook. Instantly the villains were on alert, unsure of what to expect. The doors were pounded from the inside, creating large dents. From inside the lab, Iron Man ordered, "Start the music, J.A.R.V.I.S.!" as Donnie slipped on the Telepresence Neural Net headset used to control the armor.

The lab doors blew open with a crash. The A.I.M. and Foot clan soldiers stood open mouthed at the black-colored robot in front of them. The Iron Man Armor Mark XVIII stood before them. In their ears blared AC/DC's hit _Back in Black._

"Okay, pal, let's see what you can do," Donnie murmured.

Metalhead's eyes glowed blue after an eternity of being powered off. Controlled by Donnie, his internal battle computer began tracking all A.I.M. and Foot in the area. His shoulder-mounted rotary cannon lifted off his back and fired. Energy bolts spattered into the Footbots like grapeshot, who were standing in the front. As their bodies collapsed in a shower of sparks, the A.I.M. agents fought to get back up the stairs and to cover while returning fire.

"No, fools!" screeched M.O.D.O.K. "Come back and fight!" He turned to face Metalhead. "You will soon be shown the power of the mind!"

But Metalhead had other ideas. He powered up his weapons systems unibeam and blasted M.O.D.O.K. away. The villain forcefully flew up the stairs and landed on his back, knocked clean out of his Doomsday chair. He kicked his shrunken feet in the air helplessly. "Get me into my chair, imbeciles!" he shrieked.

Before anyone could help him, Metalhead flew over and landed on top of the villain, knocking him out with a swift cuff to the head.

Tigerclaw fired several bursts from his energy pistols at Metalhead, but the robot merely used its absorption grid to absorb the energy attack and convert it to needs for the armor system. Metalhead raised his arm and fired his micro-rocket launcher into the A.I.M. airship bay doors, causing the craft to explode.

With their exit cut off, the A.I.M. agents quickly lost motivation. Metalhead alternatively fired his repulsors and flamethrower, pressing the agents back. He launched his fiber wire grappler, tying them up. Tigerclaw attempted a backstabbing attack from behind, but Metalhead whirled and activated the taser in his glove, stopping the big cat in his tracks.

Donnie and Iron Man came running out of the lab towards their new creation. "Woohoo!" Donnie shouted. "That totally rocked!"

"Yeah!" Iron Man removed his face mask to smile and laugh. "Those A.I.M. thugs didn't stand a chance!"

They high-fived and chest-bumped each other, and even Metalhead joined in. Then the roaring of a jet engine was heard, as the T-Rawket landed on the helipad outside. Moments later, Leo, Raph, and Mikey ran in.

"Donnie!" said Leo. "We came as soon as we-" They stopped in their tracks and Metalhead rocketed over and landed in front of them, raising each of his individual weapons threateningly.

"Whoa, whoa, whoa!" Donnie shouted. "Back off! They're friendlies!"

Metalhead obeyed, lowering his weapons.

Donnie stepped proudly in front of his creation. "I give you . . . the new and improved Metalhead!" he said.

"Dude," breathed Mikey. "You finally brought back Metalhead!"

"Told you I would one day," said Donnie.

Tony Stark could not believe it. He stared at the four strange figures in his penthouse. "So . . ." he said at last to Donnie. "These are your brothers that you were talking about?"

Leo was furious. "You told him about us?!"

"Calm down, Leo," Donnie retorted. "He's cool, and I trust him. Besides, if I recall, you spilled the beans about us to more than a few people. Including Karai . . . ?"

Mikey snorted. "Burn," he whispered.

"No, I get it," Stark said. "It's confidential. Believe me, you guys are not the weirdest things I've seen. I mean, come on. I've seen guys that make you four look like the poster children for normal."

"Pity you didn't leave anybody for us to smash, Donnie," said Raph.

"Yeah, we'd better hustle these guys off to the Helicarrier," Tony said. He moved over to the motionless Tigerclaw and picked him up.

Mikey caught sight of M.O.D.O.K. "Whoa, dudes," he said. "That's one giant head! Let's call him Headster. No, wait! The Headmaster! Oh! Even better! Head Supremo!"

"Mikey . . ."


	7. Chapter 7

**Chapter 7: Magneto vs. Red Skull**

Magneto stood wide-legged, hands folded behind him, as he stared out through the reinforced viewport at the bridge of Asteroid M. The immense space station looked small, though, against the scale of the vast planet that loomed in front of it. Preparations for transporting the portal technology had been arranged, and now there was just one loose end to tie up.

Johann Shmidt. Magneto clenched a gloved fist so hard he felt pain. Shmidt, or the Red Skull had been Adolph Hitler's errand boy during the second World War, spreading terror chiefly in the United States. But more importantly, he was a Nazi; part of that group of madmen that had callously murdered his parents as a young boy. Magneto had only agreed to join von Doom's team of super villains with the promise of the Red Skull's head after it was all over. But time alone on Asteroid M had allowed Magneto some time to think. He was tired of waiting. He wanted the Red Skull to pay, and the sooner the better. Confusion would soon arise as pieces of the Dimension X portal were transported to Asteroid M. He could use the chaos to his favor, travelling to Earth to deal with Shmidt himself. He signaled one of his Acolytes, the group of mutants that followed him loyally.

"Ready my shuttle," he said. "I shall return to Earth."

* * *

The Red Skull sat in the control station of the secret Hydra Base beneath the Empire State building, watching green-suited Hydra soldiers run to and fro, preparing to transport the portal to Dimension X to Magneto's space station. The portal was too large to be transported inconspicuously into space; it would have to be disassembled, and then reassembled later on.

Magneto . . . the Red Skull worried about having Magneto on von Doom's team. He had been against the idea from the start; Magneto had been born in Nuremberg, Germany, but later moved to Warsaw, Poland, in the Jewish section. His time in the ghetto had been cut short when his parents had been executed, and then he had been deported to Auschwitz. Red Skull was still unsure of what had happened next-the records were terribly vague-but some time later Magneto had traveled to Israel and met Professor Charles Xavier. The thing that concerned Red Skull most was that the amount of time Magneto had spent in Auschwitz was more than enough to give him a healthy dosage of hatred for the Nazis. Red Skull had seen firsthand what hatred could do to a person.

Still, what was there to worry about? Magneto was in space, far away, while he was safe and sound here underneath the Empire State building. Red Skull shifted his gaze fractionally and found the reflection of a Hydra soldier in the glass window. The reflection saluted. "Hail Hydra!"

Red Skull did not move as he replied, "Hail Hydra, mein Kamerad. What is it?"

"Forgive my intrusion, sir," the soldier said, "but Lord Shredder demands an update."

The Red Skull turned around. "Prepare transportation," he said. If Shredder wanted a report, well, then, he'd get one.

* * *

A small space shuttle entered Earth's orbit and rapidly crash-landed in the Catskill Mountains in New York. Smoke rose from the wreckage as Magneto emerged unscathed. He needed to get to New York City as soon as possible, and as inconspicuously as possible. He kicked a small square of metal from the space shuttle and flipped it up with his foot, then suspended it in midair and climbed on. This would serve as transportation out of the mountains, and then he could hitchhike the rest of the way. As Magneto took off hovering across the ground at a fast pace, a blue-purple sphere of protective energy enveloped him.

Soon he came to the main road through the mountains, and stopped. Getting off of the metal square, he ducked into some shrubbery to change into a less conspicuous outfit. He soon emerged in a leather jacket and hiking boots, with jeans and a backpack that held his super villain costume. He started walking along the road, following signs out of the park. Soon, a blue Landcruiser appeared in the distance. Magneto stopped and waved his thumb in the traditional gesture of a hitchhiker. The car stopped, and Magneto walked over to the driver side window as it rolled down.

"Is it far to New York City, my friend?" he asked the driver, an older man with thinning grey hair streaked with white and a white mustache on his upper lip. He wore faded jeans, sandals with socks, an ancient Red Stripe Beer T-shirt under a ragged brown-plaid sports coat, and a pair of glasses.

"New York City?" The old man chuckled. "Chum, you're hopelessly off the road. Need a lift?"

"Sure," Magneto said. "Thanks." He walked around the car and got in the passenger seat.

"Name's Stan," the old man said, as he pulled the car back onto the road. "Yours?"

"Max," Magneto replied.

"Why're you headed to the Big Apple, chum?" asked Stan.

Magneto looked sideways at Stan and said one word: "Business."

They arrived in New York City at nightfall. Stan dropped Magneto off on a street corner in the Washington Heights neighborhood of Manhattan. Magneto thanked the man as he drove off, then stepped into a nearby gas station and asked to use the bathroom. Inside he changed into his costume and then left the store, walking down the street in the direction of Shredder's palace. He needed the exercise anyway.

* * *

The eight Footbots that were on guard in front of Shredder's palace were alert on any post. They were manufactured to be. Tonight, though, their status had been raised to high alert, because Shredder feared that the ninja turtles would make an attack on the palace. Here they were in a combat zone, where their missions depended on their perceptions, and on how fast their weapons could come out from inside those sheaths.

So when a man dressed in a red and purple outfit with a matching cape and helmet stepped out of the gloom nearby, the Footbots took it for granted that he was a threat. Weapons appeared with miraculous speed.

"Please don't try to resist," the man said in a clipped, educated German accent. "No one has to get hurt."

The Footbots disagreed, and rushed towards the man. But the man raised his hands, and two of the Footbots were lifted off the ground and thrown into the side of a dumpster so hard they shattered into pieces. The man produced three large metal balls the size of apples from the folds of his robes, and they hovered above his hand. He threw each ball at one of the remaining six Footbots, cutting their numbers in half. The three remaining Footbots were torn to pieces by invisible hands.

Magneto shook his head almost sadly. Well, he _had_ warned them.

* * *

"I am happy to report, Herr Shredder, that the portal to Dimension X is ready for transportation," Red Skull said, as he knelt at the base of Shredder's throne. "My Hydra forces are loading the machinery as we speak onto special earth-space shuttles to take it up to Asteroid M."

"Excellent work," Shredder replied, seated on his throne and surrounded by four Footbots. Fishface and Rahzar stood nearby. "Any word from Magneto or the others?"

"No, Herr Shredder," Red Skull answered. "Otto Octavius is in my laboratories, examining the Destroyer Gun technology to try and incorporate the weapon into your Footbots. I have heard nothing from von Doom or the Asgardian."

"Nor have I," said Shredder. "And I am not at all confident that they can be trusted entirely. I will arrange for my spies to keep tabs on them."

Suddenly, the lights flickered, and went out. In the near-darkness, Red Skull placed a hand reassuringly on his high-energy pistol. Rahzar growled threateningly. "Footbots, on alert," he growled. "Someone's in here."

Shredder remained motionless on his throne. He was not at all worried. If it was those pestilential turtles of Hamato Yoshi's, he would deal with them quickly. They posed no threat. If it was not the turtles, then whoever it was would surely show their face soon enough.

He was right. The door at the far end of the throne room slid open, revealing a tall figure, his face shadowed by a helmet. He entered the room slowly and deliberately, and lifted his head. Both Shredder and Red Skull recognized him immediately as Magento.

"Eisenhardt." Shredder lifted off his throne. "What is the meaning of this?"

"The meaning of this, my good Shredder," Magento said coldly, "can be summed up in one word: revenge."

At this Red Skull broke out in a sweat, stealthily drawing his pistol from its holder.

Rahzar was having none of it. "Footbots, attack!" he said, throwing back his head and howling. The Footbots leaped at Magneto, and the latter reached into his mutant power to harness the natural magnetic field of the earth to use for his attack. He merely reconfigured the magnetic charges of the Footbots' body parts, and their leaps ended in crashes as they disassembled in midair and their pieces flew past him.

Magneto sighed. Robot bodyguards were _terribly_ easy to combat.

Shredder ejected the blades on his right gauntlet. Instantly Rahzar and Fishface moved to attack, though a little more warily; they'd seen what had happened to the Footbots. Magneto continued slowly forward, his target not on Shredder, as he guessed the two mutants suspected, but on the Red Skull.

Rahzar leaped at Magneto with a snarl, claws outstretched. Magneto dodged nimbly to one side, towards Fishface. Fishface hissed and sprang, aiming for a kick at Magneto's head with his robotic legs. Magneto barely had to move his head to let the kick sail harmlessly past him, and on the way he stretched out a hand and tapped into the earth's magnetic field once again, ripping the fish mutant's metallic lower body to pieces. Fishface, now without legs, shouted as he collided with Rahzar and the two mutants tumbled to the ground.

Rahzar shoved Fishface's squirming body off of him, roaring as he flung a piece of metal leg at Magneto. Magneto raised a hand, and the leg flew off and skittered across the floor of the throne room. With the same hand, Magneto fired a powerful electromagnetic pulse, invisible to the naked eye, directly between Rahzar's eyes. The mutant toppled to the ground and lay still, smoke rising from his body.

Shredder leaped at Magneto's unprotected back, tackling the man to the ground. Rearing over him, he positioned his fist directly above the gap between Magneto's helmet and his cape, where some exposed neck flesh could be seen. "Traitor!" he shouted, activated the ejection mechanism for his gauntlet blades. But curiously, the blades refused to eject, as if some strange power were holding them back.

"Did you forget," said Magneto, chuckling, "that your weapons and armor are built of the same material over which I have _complete control_?"

Magneto increased pressure to the blades, snapping the spring inside Shredder's gauntlet so the blades tumbled harmlessly out the end. At the same time he used his magnetic powers to rip the other gauntlet off of Shredder's arm, leaving him weaponless. Now he employed a move he'd learned long ago on the streets of Warsaw, and grabbed one of Shredder's arms and twisted hard. The man was forced off of him, and Magneto rolled to the opposite side and got up.

Shredder came at him with a kick aimed at his head, but Magneto deftly blocked the blow and returned a punch towards Shredder's face. The leader of the Foot Clan deflected the attack with an armored forearm and grabbed Magneto to him, dealing several punches and kicks in the general chest area. Magneto flew across the room and landed at the base of the throne.

At this moment Red Skull's nerve broke, and he opened fire with his energy pistol. Instantly Magneto's body was engulfed in a blue-white sphere of energy that absorbed the shots. Magneto stood up, sighing. "I wanted a good, clean, hand-to-hand fight," he said disappointedly, "but then Herr Skull had to go and cheat. Ah, well. Time to finish this."

He half-turned and raised a hand, and Shredder screamed as his helmet, his prized _kuro_ _kabuto_ , began to contract on his skull. His head felt as though it would split open at any second. Shredder, still screaming, dropped to his knees and feebly attempted to pry the shrinking helmet off his head. The metal contracted more and more, shrinking steadily, until finally the pressure was too great and Shredder fainted.

Magneto turned to face his final remaining opponent, who attempted to scurry behind the throne as he continuously fired his pistol harmlessly into Magneto's force field. "That's enough," said Magneto, raising a hand to send the gun flying from Red Skull's grasp. In a final, desperate attempt, Red Skull drew some Dust of Death from his pocket and blew it directly into Magneto's face. The powder sizzled against the force field and dissolved.

"A good effort, Herr Skull," Magneto said, smiling evilly. "Actually, I lied. That was pathetic. But now it is my turn. As we speak, I am manipulate the iron-enriched blood inside you to your brain. Soon your brain will be flooded with blood, and then . . . oh, but don't worry, herr Skull, you will not die. I have much greater plans for you than death."

Those were the last words that reached Johann Shmidt's ears before he lost consciousness.


	8. Chapter 8

**Chapter 8: The Helicarrier Part 1**

Leo, Raph, Donnie and Mikey flew in Tony Stark's private Gulfstream jet through the clouds over New York City. After their skirmish in Stark Tower, Tony had gotten changed into a suit and loaded Tigerclaw and M.O.D.O.K. into his jet. The two had been cuffed with special patented Stark Industries energy cuffs that would take any movement they used to try and escape and channel it into the cuffs, only tightening their bonds. So far, the two villains were still out cold, slumped in the back seats of the jet and kept under the watchful eye of the new and improved Metalhead.

Leo sat next to a window, staring out at the passing clouds. Raph and Donnie experimented with their remote-control chairs by pushing buttons on the armrests. Mikey was busy raiding the plane's minibar.

"Aww, man," Mikey said. "No pizza anywhere." He plopped down in a chair, bummed.

"So sorry," said Tony Stark, walking in from the cockpit in a white tuxedo with a red rose pinned to the lapel. "Where are my manners?" He clapped his hands twice, and instantly three personal flight attendants walked in, carrying covered trays. They each did a double take at the sight of the turtles.

"Never mind how they look, girls," Tony said. "Pizza's on the menu."

At this each flight attendant uncovered her tray, revealing three choices of pizza: cheese, pepperoni and combo. The turtles' mouths began watering instantly.

"Dude!" Mikey cried. "He's got his own pizza deliverers! Sweet!"

They chowed down on pizza, although Tony declined to eat any. He didn't want his suit to get messed up. Instead, he poured himself some liquor from the plane's minibar.

Suddenly Leo choked on his pizza. "Is that . . . what I think it is?" he asked, staring out the window. The other turtles quickly moved to press their faces to the glass and see this sight.

What they saw took their breath away. A giant airship, modeled something after the aircraft carriers of the Navy. Except this one was using four large propeller turbines to hover high in the air, above the cloud level. Donnie dropped his pizza. "A feat of technology to behold," he breathed.

"That's the Helicarrier," said Tony, taking a sip of his drink. "Pretty big, isn't she? Headquarters of S.H.I.E.L.D., a government organization that tries to keep the world at peace. Technically, they're my boss."

Their jet circled the Helicarrier twice before coming in to land. It taxied down the airstrip and screeched to a halt.

The turtles were a little nervous about stepping outside. They'd never been out in public before, and it seemed as though Splinter would advise them to be more secretive. "Hey, Mr. Stark," said Leo. "Do you think we could just . . . you know . . . wait here until you get back?"

"Please," said Tony. "For the umpteenth time, call me Tony. And no, of course you can't. You guys are the stars of the show, second to me, of course. I'm always the star."

But they didn't have to argue. A loud voice boomed over a bullhorn outside the plane. "This is Agent Coulson of S.H.I.E.L.D. You have been identified as security risks and will be treated as such. Please step out of the jet with your hands above your heads."

The turtles freaked out. The sight of S.H.I.E.L.D. agents outside, circling the plane with automatic rifles in their hands, did nothing to steady their nerves. "Seems like a misunderstanding," said Tony. He put down his drink. "I'll handle this."

He stepped out of the plane, arms raised in case any of the guards got triggerhappy. "Whoa, whoa, boys!" he said. "It's me! Tony Stark! And by the way, if you put bullet holes in my jet, I will sue you."

"Mr. Stark," a voice called, "are you aware that you have brought four persons onto a top-secret government facility without the proper clearance?"

Tony walked down the boarding ramp and said something back, but the turtles couldn't hear it. Raph punched a fist into his palm. "Stark double-crossed us," he said. "Donnie, this is all your fault."

"Calm down, Raph," said Donnie. "Tony knows what he's doing. Besides, they have a right to be wary. They know nothing about us."

Just then, Tony poked his head through the doorway of the plane. "Hey, guys, it's all right," he said. "You can come out now."

The turtles cautiously stepped out of the plane and into the sunlight. The S.H.I.E.L.D. agents lowered their rifles. A man stepped forward, wearing a suit and carrying a bullhorn. "Agent Phil Coulson of S.H.I.E.L.D.," he said, extending a hand to Leo. "Welcome aboard the Helicarrier."

"The pleasure is all ours," Leo said, shaking Coulson's hand.

"Well, now that all the hellos have been said," said Tony, "Phil, you'll find two villains on board who should definitely be put into S.H.I.E.L.D. custody as soon as possible."

"That's for Director Fury to decide," Coulson replied. Nonetheless, he signaled to the S.H.I.E.L.D. agents, who moved onto the jet and came out carrying Tigerclaw and M.O.D.O.K.

"Come with me," Coulson said. "Director Fury wants to see all of you."

They walked off towards the bridge, and Donnie, on an afterthought, motioned for Metalhead to follow them.

* * *

The turtles entered the bridge of the Helicarrier. It was an awe-inspiring sight, even for beings who had been to Dimension X and back. Numerous flight controllers sat at control stations, monitoring vitals of the Helicarrier as well as ongoing developments around the world. Ahead of them was a large paned window spanning the entire front of the bridge. At the center of the room, with two computer monitors on each side, stood S.H.I.E.L.D.'s director, Nick Fury. He turned to face them.

"Mr. Stark," he said. "Only you would try to pull something like this." He gestured at the turtles. "You do understand, of course, that these friends of yours need to be cleared by the government before you bring them onto the Helicarrier?"

"Hey," said Tony with a maddening shrug, "is everyone overlooking the two prisoners I _also_ brought on board?"

Fury shook his head. "Coulson, take Stark's friends to the labs and keep them there. I'm going to have a talk with Mr. Stark."

"This way, please," said Coulson, leading the turtles and Metalhead off a corridor. The S.H.I.E.L.D. agents they passed hardly gave them a second glance, as if they were used to this sort of thing.

They entered a large white room with various tables, and a window that spanned one of the walls. Through the window they saw the hangar bay doors of the Helicarrier, and beyond that was nothing but blue sky. On the tables lay a variety of different projects and pieces of technology.

"Wait here, please," said Coulson. "Hope you'll be comfortable. And, please, don't touch anything." He stepped out, and the door slid shut. Raph went over and tried to open it, but nothing happened. He banged in frustration on the door with his fists. "Please stop banging on the door," they heard Coulson call through the door.

Raph sat down in a chair and crossed his arms. "We're as good as prisoners, guys," he said.

Mikey laughed at his brother. "Dude, Leo," he snickered, "who do you think would win in an Angry-Off between Raph and that eyepatch guy?"

Raph snarled and leaped at Mikey, tackling him and drumming his fists repeatedly on the youngest turtle's head. "Take it back!" he yelled. "Take it back!"

"Okay, okay, dude, chill!" Mikey squealed. "Ow! Stop it!"

* * *

Some sort of large, hideous creature sat in the launch bay of a gunship. He stood on his hind legs like a man, but looked like a rhinoceros. He wore triple-spiked shoulder pads and a yellow tank top, brown bandoliers, and camouflage pants. His large, gray hands sported golden knuckle dusters that had somehow fused onto the backs of his hands. The creature checked its weapon for the umpteenth time, an enormous Gatling-style machine gun with a large rotating barrel, complete with a large jet-black underslung ammunition case and two handles.

"Looky here, Rocky, this place'll be crawling with cops, but be careful where you point that thing," said the mutant that sat next to him. This mutant was a thin, man/warthog mix, wearing a purple-striped futuristic suit that looked a little like something out of the film _Tron._ His warthog tusks were uneven, and the hair on his head was worn in a purple-dyed Mohawk. A purple visor covered his eyes.

Ivan Steranko, aka Rocksteady, the mutant rhinoceros, glared around his horn at his comrade, the warthog mutant Bebop. "What are you saying, Zeck, old comrade?" he said in a thickly-accented voice tinged with Russian. "You don't trust me?"

"Not at all, Big S, not at all," Bebop said hastily, running his fingers over his techy suit. "I'm just saying that as long as we're on that flying rattletrap, I'd kinda like it to _stay_ in the air, get me?"

Rocksteady tilted his head backwards in a knowing fashion. "Ohh, I am getting the idea," he said slowly. "We wait until after we save Tigerclaw to blow up flying aircraft carrier!" He hefted his minigun in anticipation.

"Now you're talking!" said Bebop. He stood up and moved over towards the ship's bay doors, passing by about twelve rough-looking mercenaries. They were all ex-convicts, armed to the teeth with automatic weapons. Once at the bay door, Bebop turned to face them.

"Now listen up. We're gonna have to move fast. Once we get down there, just follow me and Rocksteady over there, and you'll be fine." As he spoke, the bay door slid downward, making a short ramp to run and jump onto the Helicarrier.

Bebop activated a mechanism in his shoes, that spit a purple laser wire out onto the Helicarrier. It didn't look like it could support his weight, but support him it did as he jumped onto the wire and slid down it onto the deck of the Helicarrier. "It's go time, amigos!" he said.

Two S.H.I.E.L.D. agents on deck were rather startled by Bebop's sudden appearance. They opened fire on him with their rifles, shouting, "Halt!"

Bebop's fighting style, a mixture of martial arts and dance moves, enabled him to dodge the streams of bullets with ease. "Wee-hee!" he said, spinning to fire small short blasts of purple energy from his belt. The blasts struck the agents, and they collapsed.

It was at this moment that Rocksteady leaped downward from the gunship, roaring something that no one understood and spraying bullets everywhere from his Gatling gun. Bebop squeaked and dove for cover as Rocksteady sprayed the area with bullets. After about five seconds, he realized he wasn't hitting anything, and stopped. The twelve mercenaries hit the deck alongside him, and the gunship flew off.

"Okay, Rocky old boy, lead the way," said Bebop. "I'll be right behind you!"


	9. Chapter 9

**Chapter 9: The Helicarrier Part 2**

Raph finally calmed down enough to climb off of Mikey, who lay sprawled on the floor seeing stars. Suddenly klaxons and alarms went off, and a blinking red light lit up the laboratory. The turtles glanced around in alarm.

"Um, guys," Donnie said, "when a flying aircraft carrier starts blaring alarms and warning systems, that's not usually a good thing, right?"

"Add to that the armed guards running past us right now!" said Leo, who was peering out through the glass on the lab doors. S.H.I.E.L.D. agents bearing automatic weapons charged down the hall.

Coulson glared at the turtles through the glass and said, "Stay right where you are," before he ran off after the agents.

Raph grinned. "Does he really think we're this stupid?" he asked no one in particular. Leaping across the room, he took out the door with one powerful kick. He would have gone further but Leo stopped him.

"Wait, Raph!" said Leo. "I'm not sure we should go out there."

Raph stared at his brother in disbelief. "Dude, are you serious? You're gonna sit here like that bullhorn guy told you to?"

"Think about it, Leo," said Donnie, trying to add some logic to the equation. "We'd be better off helping out those S.H.I.E.L.D. agents, because if we don't and they lose, this ship'll go down-with _us_ in it!"

Leo finally saw to reason. "Okay, guys, let's go," he said, drawing his katanas. "But we're in unfamiliar territory. Wait for my command."

The turtles stepped out into the hallway and ran off after the S.H.I.E.L.D. agents.

* * *

Once they reached the deck, they saw the S.H.I.E.L.D. agents taking cover on one side of the deck, firing across it at about a dozen heavily armed mercenaries. Leading the mercenaries were two familiar, but not very friendly faces.

"Rocksteady and Bebop!" Mikey said.

Hearing his name, Bebop spun around to face the turtles. "Mm-mm-mm," he said, nudging Rocksteady. "Look who we have here. It's those turtle freaks!"

Rocksteady turned and aimed his Gatling gun at them. "Turtles? Here? On floating aircraft carrier?" he asked. "I going to pop your heads like the blueberries!" With a roar he opened fire.

The turtles took evasive action, dodging the spray of bullets. Leo dove for Bebop but the warthog mutant anticipated the move and ducked out of the way. "Whoops!" he said. "Too slow, shellhead!"

As Leo landed, Bebop let fly with a burst of energy beams from his belt. The blue turtle blocked the blasts with his katanas as Donatello leaped forward. "Try this on for size!" he shouted, spinning his staff over his head before bringing it down in a double-handed smash onto Bebop's head.

Bebop stumbled backwards, reeling. "Ouch!" he cried. "Oh, man! You gave me a knock on my noggin!" He looked up, glaring from behind his purple visor at the turtles. "Now it's my turn!"

He went into a ballerina spin, rapid-firing blasts from his belt. The turtles couldn't block them all. First Leo hit the deck, then Donnie. Bebop stopped spinning. "That's right!" he crowed. "You mess with the warthog, you get the tusks!"

"Seriously?" asked Raph, tackling Bebop to the ground. "You need to come up with a better catchphrase!" He punched the warthog mutant several times in the chest area, producing squeals of pain.

Rocksteady came to the rescue, charging forward and slamming into Raph like a tank. "Get off of friend Bebop!" he roared, turning a hand to help Bebop to his feet.

It was then that Iron Man landed on the deck, between the turtles and the villains, dressed in his Mark 47 armor. "Turtles, you guys got Pighead and the One-Horned Wonder?" he asked.

Bebop quivered with rage. "I am not gonna be called Pighead, got me?" he shrieked. "That is the dumbest name ever!"

Rocksteady agreed. "Nyet nyet, not so good names," he growled.

Iron Man took off to help the S.H.I.E.L.D. agents, who had been flanked by the hired guns. With the scales now tipped towards the good guys, Bebop knew it was just a matter of time before they were captured. "I think it's time to move on to stage two, Baby Ivan," he told Rocksteady. He pressed a button on his belt, and light-bending technology in his suit flickered, turning him invisible. "I'm going to the holding cells. You head for the engine room!"

Rocksteady nodded his head, as the turtles charged him. "I will be following the plan by comrade Zeck," he said, leaping into the air and coming down hard on the deck. The vibrations knocked a hole in the deck, which Rocksteady fell through into one of the Helicarrier's hallways.

The turtles moved to follow but were stopped when the ceiling caved in, causing debris to fill the hole that Rocksteady had made. They quickly started to clear the rubble away, but soon realized it was useless.

"Guys, looks like they're splitting up," said Donnie.

"Which means we'll have to split up, too," Leo said. "Mikey, Iron Man, with me. We'll stop Bebop before he gets to the cells. Donnie, Metalhead, and Raph, you guys cut Rocksteady off at the engine room."

Mikey nodded. "Like a turtle do, bro!" he said, and they were off.

* * *

Leo, Mikey, and Iron Man took one of the Helicarrier's turbolifts down to the detention level. They stood awkwardly listening to the piano elevator music until at last the doors slid open. The three charged into the detention level, but nobody was in sight. That worried Leo; he knew that Bebop had some kind of light-warping technology.

"Hey Iron Man, heads up," he warned. "Bebop has a special suit that makes him invisible. He could be anywhere."

As he said this, Mikey gave a cry of pain next to him and went down. Bebop stood over him, cracking his knuckles. "Oops!" he said. "Too slow, turtle man!" And just like that, he was gone, with a signature "Wee hee hee!" laugh.

Iron Man turned sharply. "Wait a minute," he said. "That suit-it's a prototype of one of my dad's old inventions. Where'd you get that?"

"Let's just say that Stark's warehouses should invest in bigger locks," said Bebop. His voice bounced off the corridor walls, making it hard to figure out where he was. "Ha ha! Snooze, you lose, Stark old buddy!"

"Okay," said Iron Man, "now he's ticked me off. Scanning the area for heat signatures."

Leo threw several ninja stars into the space in front of them in hopes of maybe hitting Bebop with a lucky shot. "Missed me! Missed me!" Bebop crowed. "I'm like a ghost, man! You can't touch this! Am I over here-or over here-or here?"

"We've got a lock," said Iron Man. He raised his right arm and fired the repulsor. A blast of blue energy flew from it, hitting an invisible object. The object shimmered and revealed Bebop, who flew down the hall a short ways and fell to the ground.

As Bebop lay there moaning, alarms and klaxons suddenly started going off, and red flashing lights activated in the corridor. The turtles and Iron Man paused briefly, trying to make sense of it.

"I'm guessing that's not good," said Mikey, still rubbing his head from Bebop's judo chop.

"J.A.R.V.I.S., what's going on?" Iron Man asked.

"Sir, it appears as though the Helicarrier's engines have been dangerously destabilized," came the reply. "Engine numbers two and three are down sixty percent, while engine number four has stopped altogether."

"Engines are losing power fast," said Iron Man to the turtles. "I'd better go help. I'm sure you can handle Bebop on your own." He flew off down the hallway.

While this conversation had taken place, Bebop had crawled over to the holding cells and entered the deactivation code. Shredder had bought the codes off of their mole in S.H.I.E.L.D. Out stepped Tigerclaw, growling. "Turtles," he snarled. "You two will pay for imprisoning me!" He drew his two pistols and opened fire.

"Hey, freak!" M.O.D.O.K. shouted. "Get me out of this cell!"

Tigerclaw turned and sneered at M.O.D.O.K. "You have failed the Foot Clan," he said. "Consider this a reward."

* * *

Meanwhile, Raph, Donnie and Metalhead had arrived at the engine room. Rocksteady was already there, and he was smashing every control panel in sight. "I am following the plan set by Comrade Zeck," he muttered to himself. "Get rid of all control over engines, so flying aircraft carrier crashes into ocean and destroys turtles." He turned to see Raph and Donnie, and Metalhead hovering between the two. "Guh! Turtles! And-weird robot suit that looks like Iron Man! I am not happy to be seeing you!" He gave a roar and charged, horn down. Raph and Donnie leaped out of the way, but Metalhead's reflexes were slow. Rocksteady plowed into the robot, pinning him against the wall. He turned, flushed with victory.

Raph spun his sais and moved in while Rocksteady was distracted. He dealt the rhino mutant several quick blows to the midsection. On a normal person, this would have knocked the wind out of them, but Rocksteady only stumbled slightly. It was just the thing Raph needed. He leaped into the air and landed on Rocksteady's back, putting him in a chokehold. Rocksteady stumbled around, arms flailing, trying to get his breath back. "Arrgh!" he gasped. "Can-not-breathe!"

Rocksteady's giant hands were pounding into whatever they came into contact with: control panels, walls, floor. Donnie realized the danger and shouted, "Raph! Stop! You're wrecking everything!"

Raph saw the danger and let go, but it was too late. Alarms sounded over the intercom, and a flashing red light went off. Donnie ran towards the one control panel that still looked somewhat serviceable and ran his fingers over it. "Status report," he ordered. The results flashed across the screen, and he gulped.

"Uh, Raph, the ship's failing fast," he said. "Engines are losing power!"

"Well, give them power!" Raph shot back, trying not to get smashed by Rocksteady's giant fists.

"What, you think I've just got some kind of giant battery in my back pocket, to pull out at whim?" Donnie shouted, frustrated.

At that moment, Iron Man rocketed in. "Looks like the party started without me," he said, firing several small missiles at Rocksteady. The explosions did nothing more than anger the mutant. "I'll take the ugly unicorn," he said. "You guys get the power back up. This thing falls, it'll flatten the entire Manhattan district."

While Donnie and Metalhead labored over the few control panels still functional, Iron Man flew interference. He rocketed in circles around the room, firing repulsor beams at Rocksteady.

"Arrgh!" Rocksteady roared. "I will be swatting the annoying robot insect out of the sky!" With surprising reflexes he reached out and grabbed Iron Man's leg, pulling him in for a crushing bear-hug.

Inside the Mark 47 armor, Tony's heads-up displays started flickering as Rocksteady crushed him like a soda can. He grunted in pain. "J.A.R.V.I.S., power up Unibeam," he gasped. "On my mark."

"Very good, sir," J.A.R.V.I.S.'s electronic voice said. The centerpiece of the Iron Man suit began glowing light blue. Rocksteady looked down in confusion. "What is-" he started to ask.

The Unibeam went off, firing a powerful blast of energy into Rocksteady at close range. This sent the large mutant flying across the room, where he hit the wall hard and sat dazed. "Ouch," he groaned.

His walkie-talkie beeped. "Yo, G-Man, we got Tigerclaw," Bebop said over it. "Let's blow this pop stand!"

"I will be waiting at extraction point for Comrade Zeck," Rocksteady said before leaping through the ceiling to make his escape.

Meanwhile, Raph was getting frustrated. "Donnie, we're dropping like a stone," he said. "What's the hold-up?"

"The computer has an algorithm that when activated starts the back-up power for the engines," Donnie said, turning to face Raph. He did not notice Metalhead approaching the control panel behind him. "Problem is, S.H.I.E.L.D. has such a powerful firewall installed to protect the algorithm that it would take me a while to hack it, more time than we have. If I had a computer program I could get in and out no problem. But-"

A beep from the control panel got both turtles' attention. Metalhead removed his computer interface from the panel, which now showed a 3-D model of the Helicarrier. All four engines were lit up, and across the screen ran the words, _BACK-UP POWER ONLINE._

"Huh," Donnie muttered. "Or, that could work. Let's get after him!"

They jumped through the hole in the ceiling in pursuit.

* * *

On the deck of the Helicarrier, the Foot Clan henchmen ran towards the airstrip in the hopes of stealing one of the Quinjets to make their escape. Tigerclaw flew through the air with his jetpack, clutching his laser rifle. Rocksteady galloped along using all fours, and Bebop ran, struggling to keep up. "Head for the aircraft!" Tigerclaw said. "We need to get out of here!"

The turtles and Iron Man arrived on the flight deck to see the Quinjet speeding down the airstrip. "Oh, no!" Leo said. "We're too late!"

In just a few moments the villains would have escaped. "Iron Man, can you stop them?" Raph asked.

"Negative, Ghost Rider," Tony said from inside the suit. "My suit's still recharging from the Unibeam. I'm grounded for now."

Suddenly out of nowhere a missile flew and hit one of the escaping Quinjet's engines. Tigerclaw growled inside the cockpit. "We're losing power!" he snarled.

The Quinjet went spinning out of control and eventually fell off the side of the Helicarrier. The turtles turned to see who had fired the missile. A short distance down the landing strip stood Nick Fury, looking more awesome than usual due to the smoking RPG he held in his hands. He turned and gave them a long look with his single good eye.

They walked over to him. "Looks like I may have been hasty in judging these turtles," he said. "They can be considered friends of S.H.I.E.L.D." He gave Iron Man a look. "But we're still having a talk about security protocols. I'll let Agent Coulson handle that."

Iron Man threw his hands up. "Great," he said sarcastically. "There's nothing I like better than being schooled by Coulson."


	10. Chapter 10

**Chapter 10: Building an Army**

Loki faced the two rock trolls and said, "I'm here to see the Enchantress."

The rock trolls were stationed at their post, a wide, vaulted doorway that was the private entrance to their boss's headquarters, a large castle in the farther reaches of Asgard, only accessible by routes no longer traveled. They fixed their beady eyes on Loki and looked him over.

Loki wore his Asgardian robes as usual, the coat pushed back to reveal a long golden staff strapped to his thigh, and he carried an old leather satchel in his right hand. Neither troll seemed impressed by the sight of the Norse god of mischief or his weapons, but Loki saw them shift their bulk forms slightly, getting ready to swing their heavy axes at him if he made a wrong move.

Slowly, carefully, Loki lowered the satchel to the stone floor, leaving it beside his right boot. Rising to his full height, he dipped his fingers into a coat pocket and removed two chips of precious metal. He placed one in each hand, then slowly extended his arms so the trolls could see the chips that rested in his palms.

The nearest troll glanced at the offered chips while the other kept his own gaze fixed on Loki. The nearest troll shifted his ax to his right hand, then snatched the two metal chips with his left. He lifted both chips up to his eyes. With a grunt of approval, he handed one chip to his partner, who took it greedily.

Loki smiled politely, waiting for the guards to step aside and let him pass through the doorway. Neither guard budged. The nearest guard held up his newly acquired metal chip and grunted what sounded like a question.

Loki's brow wrinkled upward. "You want . . . more?" The troll nodded. Loki's brown eyes flickered to the other troll, whose jowls twisted back into a stupid grin that revealed yellow teeth. "Very well." Loki sighed. "If it's more you want . . ."

Neither troll saw the air behind them shimmering as the real Loki (for the one talking to the guards had been only an apparition) appeared behind them or the golden staff appear in his waiting hands. With surprising speed Loki ran the point of the staff through one of the trolls' foreheads as he simultaneously clobbered the other one over the head. The trolls teetered, then collapsed dead upon the floor.

The other Loki vanished as the real Loki dropped to a crouch and pried the trolls' fingers back, recovering the valuable metal chips that he had never meant for them to keep. Pocketing the chips, he grabbed his leather satchel, then rose and stepped over the bodies, moving fast through the vaulted doorway to enter a dark corridor.

Loki held his satchel as he strode forward through the corridor. As he neared the corridor's end, his nose perceived a strange sweet and drowsy smellCthe distinctive smell of incense blazing on a fire. The corridor emptied into a cavernous, shadowy chamber. A bright blazing fire sat in the middle of the chamber, with two trolls continuously throwing baskets of green powder into it. Smoke curled from the fire, along with the sound of a steady, monotonous thrumming sound coming from a musical instrument. The thrumming was easily unnoticed, but quickly got into your brain, making it hard to think. The smell of incense became stronger.

Loki had expected to encounter more guards, so he was not surprised as a dozen rushed at him from the shadows. "I don't want trouble," he said, keeping his grip on the satchel while he raised his free hand. "I just need to see your boss."

The thrumming suddenly stopped. A feminine voice called from beyond the pit, "An intruder? Let me see him before I have him skewered."

The guards removed Loki's staff while another took his satchel. Loki slowly raised both hands in the air as the cluster of guards nudged him towards the edge of the pit.

On the throne behind the pit sat a lovely lady, who wore a long, fluttering dress of dazzling green and held a musical instrument similar to a mandolin. She was the most beautiful thing he had ever seen, with flowing blond hair and brown eyes the color of chocolate. Swas Amora, the Enchantress, who had begun learning magic as an apprentice of Karnilla, Queen of the Norns, but was eventually banished. She continued learning magic on her own, notably by seducing others well versed in magic and learning their secrets. In time, Amora became one of the more powerful magic-wielders in Asgard, with her magical arsenal focused on (but not limited to) charming and mind-controlling people. Her by-then well-renowned beauty did not hinder in this.

"Oh, Loki, Loki," she said, shaking her head sadly. "After all this time, why do you still not trust me? Can you not appear before me yourself, without these apparitions?"

Loki sighed, having been caught. He shimmered and disappeared. Now the real Loki (the _real_ Loki, not the real-but-really-fake Loki) teleported into existence at the very foot of Amora's throne. "I'm sorry, dearest Amora," he said, "but one can never be too careful, you know."

The trolls advanced, weapons ready, but Amora raised her hand. "Leave us," she commanded.

The trolls warily backed out of the room, unhappy with leaving their boss alone.

Amora leaned forward to kiss Loki, but he backed away. "Now, now," he said, clucking his tongue. He knew Amora could enchant her lips so that by kissing virtually any man she could make him her slave for about a week, unless she renews the treatment. "None of that, darling."

"Why have you come, love?" she asked.

"Regrettably, on this trip I am not your lover," he said. "I am a courier. Hired to bring a satchel of gemstones for Amora the Enchantress." He tossed the satchel at her feet.

Amora picked it up and rifled through its contents. "Is that how you got in here? By bribing my trolls?"

Loki shrugged. "Good help is hard to find."

"Who hired you?" Amora asked him. "And what exactly does your employer want from me?"

"My client wishes to remain anonymous, for the time being," Loki said. Extending his fingers to gesture at the walls and ceiling, he continued, "He wants to purchase your services, along with your army of trolls, for use in his campaign against the Earth."

"Midgard." Amora sniffed in disdain. "Consider myself and my forces at your disposal. The men of that place are so weak-minded. They have so little stamina." She looked at Loki seductively. "Not at all like a certain Norse god of mischief I know."

Loki smiled.

* * *

His next stop was Svartalfheim, the realm of the Dark Elves. They lived under the rocks, in caves and underground. He sought an audience with Kurse. Kurse had originally been the most powerful of the Dark Elves and was coerced by the Dark Elf ruler Malekith the Accursed to fight Thor. Malekith, however, betrayed Kurse while he was fighting Thor, and in a bid to destroy the Thunder God ordered that a pitfall beneath the two be opened. Thor saves himself courtesy of his mystical hammer Mjolnir, while Kurse fell into lava. Kurse's enchanted armor saved his life, and he later overthrew Malekith in a bloody coup d'état and took control of Svartalfheim.

Now at the throne of Kurse, he kneeled respectfully as Dark Elves wielding spears surrounded him. Kurse sat on a throne at the end of the hallway, his towering height and wide shoulders almost blocking the throne from view. Dark Elves swarmed around him, their armor clicking like the exoskeletons of insects. Kurse's armor, flowing cape, and helmet were dark, painted here-and-there with a red the color of blood.

Loki kept his hands raised. "I am a courier," he drawled, using the same lines he'd used on Amora. "Hired to bring one thousand gemstones to Kurse, the ruler of the Dark Elves. The money is in the satchel that your henchman took from me."

"Gemstones?" Kurse's eyes flickered. "Inspect the satchel!"

Loki heard a shuffling sound from behind, and then the captain Dark Elf moved up beside him at the edge of the throne. Facing Kurse, he said, "The bag's full of gemstones, Lord."

Kurse leaned down, staring into Loki's face. "One does not simply bring Kurse gifts," he said. "There is always a catch."

Loki shrugged, trying not to inhale Kurse's foul breath. "I was sent to bring you the money in exchange for your pledge of service to the great Army of the Realms," he said. "My employer wishes to have you on our side in the battle against Midgard."

Kurse laughed. "My services are worth more than one thousand gemstones. Much more."

"My employer is very determined . . . and very generous. If you name your price, I am sure he will-"

"Your employer means nothing to me. My army is not for sale."

"I see," Loki said. "In that case, I shall take my satchel and leave you in peace.

Kurse sighed. "You may leave, but with an empty satchel. The gemstones stay with me."

"Hmm." Loki grimaced. "I don't think my employer will like that very much."

"He doesn't really have a choice. Nor do you. Consider yourself lucky that I don't order my men to flay you alive from here to the realm of Helheim, and then do something really awful to you."

Kurse's guards had a good laugh at this. Loki wondered if they laughed out of fear or loyalty to their master. Returning his gaze to Kurse, he said, "Perhaps there is another possibility. Perhaps I might . . ."

"Yes?" Kurse said impatiently. "You might what?"

"Kill everyone in the room."

Suddenly the room was filled with Amora's trolls. These were only a few of the vast soldiers now united under Loki's command. They immediately began to fight the dark elves in the throne room. Loki stepped back and watched his soldiers mow down the guards. The dark elves fought valiantly, but the trolls were too many. Loki found the captain elve, slain by a troll spear, and grabbed the satchel from the dead captain's grip. tossing it to the throne of Kurse.

Kurse growled and stood up. Now at his full seven foot height, his yellow eyes blazing, he said, "Perhaps I was hasty. I will join you, Asgardian. We will make the Midgardians our slaves, and the Dark Elves will become a name in the universe once again! And let us not forget the score we must settle with Thor Odinson!"

Loki smiled.

* * *

 _My, but it's hot in here,_ Loki thought as he entered the palace of Surtur in the realm of Muspelheim. Muspelheim was created far to the south of the world. It was a burning hot place, filled with lava, flames, sparks and soot. Muspelheim was the home the of fire giants, fire demons and ruled by the giant demon Surtur. He was a sworn enemy of Odin, which Loki hoped to use to his advantage.

The satchel-of-gemstones trick was not to be used today; Loki knew that no amount of bribery would convince Surtur, nor would a show of force like the troll army. He'd have to do this one on his own, demonstrated after he'd opened the palace doors with a short spell.

Now in the hallways of Surtur's palace, Loki was not surprised as two fire demons advanced on him, their axes blocking his path. Loki stood before them, arms spread disarmingly, and they failed to notice the staff that materialized in his hand until it was too late. The first fire demon was impaled, and as the second prepared to strike Loki fired a blast of energy from the staff's tip, disintegrating the demon.

Loki continued on, striding casually to the entrance of Surtur's throne room. Surtur's chief fire demon approached, muttering incomprehensibly. Loki raised the staff to the demon's heart, employing a mind-control spell he had used once before on several members of the Avengers.

It worked; the light drained from the fire demon's eyes, only to return a blazing blue. "I will speak with Surtur," Loki said. "Tell him."

The fire demon scurried off. Entering Surtur's palace throne room, Loki stood face-to-face with the fiery villain himself. Surtur was an immense and malevolent elemental fire demon whose power was of apocalyptic proportions. Standing over 1,000 feet in height, he sat on his blazing throne, surrounded by fire demons. In his hand he held the giant sword Twilight, also known as the Sword of Doom, composed of a metal known as Scabrite which could only be found in the mines of Surtur's realm. The sword was magical, capable of manipulating vast amounts of mystical energy, such as shattering dimensional barriers and inhibiting Odin's powers. Loki had once temporarily tapped into the power of the sword to change Thor into a frog. _That_ had been fun.

"He's here!" the fire demon chief said, running to the foot of Surtur's throne. "Wake! Master, wake! He's butchered the guards! He's-"

The rest of the demon's sentence was left unfinished as Surtur swatted him aside like an insect. He tilted his flaming head forward and gazed at Loki. "You arrive a day early, kill two of my guards and expect me to deal with you?"

"I have only killed two," Loki replied. "Do not make me consider my generosity."

"What can I do for Asgard, Loki Laufeyson?" Surtur asked.

Loki gestured at the crowd of fire demons behind him, watching his every move. "Dismiss the audience, demon."

Surtur raised a hand, and the demons left, clearly unhappy with leaving their king alone with Loki. Surtur leaned forward even more, hands on his knees now, his face several meters from Loki's "What can I do _now_ for Asgard, Loki Laufeyson?"

"Not Asgard," Loki replied, feeling the heat from Surtur's proximity. "For me. I will return here tomorrow in my official capacity. This is a personal issue, and will end to my satisfaction."

Surtur chuckled. "Heh. Do not even think to try to perform a mind control spell. They do not work on the great Surtur."

"I was not, demon," Loki said. "That is not my way. You haven't dealt with frost giants in a long time. The reason why stands before you. Step carefully."

"Do you know the bounty the Asgardians have for that head of yours?" Surtur asked. "What the . . . darker factions alone offer should be a compliment to you, Loki. The king's son, alone, in secret . . . if you disappeared, no one would know. I see _you_ know enough to step carefully. But tell me, are you brave or foolish?"

"That is not the question, Surtur," Loki said. "The question is: are you?"

Surtur leaned back on his throne. "Oh, Asgardian, always making everything so difficult."

Loki half-turned to see a large group of armed fire demons attempting to surround him. He shrugged and conjured up his staff. If they wanted a fight, then so be it.

He moved so fast he cut down the first fire demon before the latter had a chance to draw his sword. The others wised up and gave him a berth. The second guard he shoved bodily into the wall so hard it left cracks, in both the wall and the demon's bone structure.

The third guard gave a cry of "Nnnnaaahhh!" as an energy beam from Loki's staff turned his body to flaming cinders. A second sweep of the staff felled two more guards and knocked the last one down. Loki advanced, stabbing downward with the point of his staff and killing the demon.

Now alone in the room, save for Surtur, Loki tilted his head back and gazed upwards. Surtur smiled. "Loki Laufeyson, let us not be hasty," he said.

"You called me an Asgardian. You know nothing," Loki said, filling his voice with mock anger, though it was not difficult. His own birthage had been hidden from him, and therefore made it easier to hate being called an Asgardian. "Mind tricks are not of the Frost Giants. We prefer force."

As he spoke he muttered a spell, choking the air from Surtur's lungs. The fire demon lord gasped and brought his hand to his chest as if he had just taken a spear to the heart. He slumped in his throne in obvious agony, his breath caught in his throat and blood vessels in his head beginning to rupture.

"Do you understand?" Loki asked.

"Yes," gasped Surtur.

Loki released his enchanted grip on Surtur, and the fire demon lord began to breath again. He eyed Loki. "You drive a . . . hard bargain," he said. "It is difficult not to respect that."

Loki smiled.

* * *

Loki sat somewhere near the Equator at the bottom of the Atlantic Ocean on Earth, surrounded by a sphere of air from which he could breathe. It wasn't important; he could just as easily mutter a spell to give him gills, but that would ruin his good looks. And he wanted to look his best for the Jormungand, the Midgard Serpent.

Technically, Jormungand was his son, which made this meeting a little awkward. He was the child of Loki and the sorceress Angerboda, along with the Fenris Wolf. Realizing that Jormungand was potentially a danger to the gods of Asgard, Odin the Allfather had banished him to the depths of the ocean of Earth. Jormungand, however, not only survived in the oceans but grew to an incredible size. He was long enough to encircle the Earth, hence the name Midgard Serpent.

"Jormungand, I need your help," Loki said. It was sort of strange sitting here talking to a giant snake's head underwater, but then again, he'd done stranger things.

"Ahhh," said the Midgard Serpent. He spoke in a deep, rich voice, with a growling undertone. "This time, the story's roles are reversed. This time, the prodigal father returns to the son." A hissing laugh came from his throat.

"Wait just a minute now," Loki said, growing defensive. " _I_ haven't been here for _you_? You never call me, not even on Father's Day."

"It's a little hard to get from realm to realm when one is banished to the oceans of Earth," Jormungand hissed.

"You're getting tired of constantly biting your tail, aren't you?" asked Loki. To fully encircle the Earth, Jormungand had to clamp onto his tail with his teeth.

Jormungand winced. "Yes, is does hurt from time to time."

"Well, then, that's a reason," Loki said. "The other reason is this; if our army takes over the Earth, you won't have to hide under the oceans anymore. I promise you will be free, to go wherever in the nine realms you please. That is, as soon as we take down Asgard in order to break that dreadful curse Odin put on you."

Jormungand's eyes glittered. "Then it's a deal," he said.

"Good," Loki said. "And I promise this year I'll send you a card on your birthday." He smiled.

* * *

"The army is ready," Loki said. He knelt at the base of Shredder's throne room; well, not _him_ exactly. It was another projection of him, his conscience calling from through the realms. The real Loki was in another realm.

"You have done well, Asgardian," said Shredder. With his head facing the apparition, he was seated in his secret lair in an industrial district in New York. As the flickering projection of Loki returned his gaze, he continued, "I trust you left no evidence of your hand."

"I never leave a mess unless I'm paid to leave a mess," Loki replied curtly. "I'm a professional."

"Payment will be discussed upon your return. Give us your location so we can tune the portal to your energy signatures and let the army through."

Loki nodded, and vanished. His real form sat relaxing under the tree of life, Yggdrasil, an eternal green ash tree. The branches stretched out over all of the nine worlds, and extended up and above the heavens. Yggdrasil was carried by three enormous roots, the first root in Asgard, the second root going all the way down to Jotunheim, and the third stretching down to Niflheim. Loki was chomping on a golden apple, one of the apples that granted youth to its consumer. They tasted really good, so much better than the apples on Midgard.

As he ate, Loki did what he did best: he schemed. Those foolish humans believed that the army would help them conquer Midgard. But in reality, they had no idea what cunning schemes Loki was dreaming up. After all, he _was_ the god of mischief.

Loki smiled.


	11. Chapter 11

**Author's Note:  
Hello, faithful readers! I apologize for the long time gap. The events revealed in this chapter were not supposed to occur until later, and I had plans for an in-between chapter. But that idea was scrapped, so I'm writing this chapter now. Consider it a preview. Hope you enjoy!**

* * *

 **Chapter 11: The Portal Opens**

Shredder stood in the observatory room of Magneto's Asteroid M space station. His three most loyal henchmen-Rahzar, Fishface, and Karai-had accompanied him, but were waiting in the room next door, along with an army of Footbots who were armed to the teeth and on the highest level of alert in case Magneto showed his face. The mutant leader had already given Shredder and Doctor Doom the access codes to his station, so they were able to come and go without any issue.

But their trust in Magneto had been broken. After his appearance at Shredder's lair in New York City, the mutant leader had disappeared, presumably with Red Skull. No one knew where either of them had gone. Hydra was unable to make a full appearance on Asteroid M, due to the fact that many of their number were searching for their lost leader. Red Skull's replacement was Baron Wolfgang von Strucker, a former Nazi officer and one of the leaders of Hydra. Now he stood directly across the room from Shredder.

Along with the Foot Clan and Hydra, Latveria was represented in the form of Victor von Doom, dressed in his usual suit of armor and dark green cloak. Doctor Octopus stood with his feet off the ground, using his tentacles to stand upright. He was pushing buttons on a control pad, linked to a large circular device on the outside of the observatory, in front of the viewport. The device looked something like a giant radar dish.

Doc Ock turned to face the three hench bosses. "The portal is ready," he said. "Once activated, it will take some time before the army from the next dimension is able to come through."

Doctor Doom stepped forward. Though his metal face betrayed no emotion, Shredder could see his eyes. They glittered with anticipation.

"As the ruler of Latveria," Doom said, "I see all. I see the Earth falling before the combined might of our armies, and every hero crushed beneath our shadow. I see a new Earth, under our leadership. More ambitious. Ruthless. Standing on the precipice of greatness. I see a Earth and the universe and our place within the vast singularity. I see the future. And the future is now!"

He pressed the button on the control panel. From the radar dish outside, a purple beam appeared, ripping through the blackness of space. In a burst of purplish light, a giant circle appeared, small but growing steadily.

The villain bosses cheered. Some clapped. But Shredder stood firm. Doom noticed his lack of emotion. "Something wrong, Saki?" he asked.

Shredder spoke in a monotone voice. "I will not celebrate," he growled, "until Hamato Yoshi and his sons lie at my feet."


End file.
